Banc of America Merrill Lynch Commercial Mortgage
Filed: 13 Dec 05, 12:00am
FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION STATEMENT NO.: 333-127779 THE INFORMATION IN THIS FREE WRITING PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS FREE WRITING PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED DECEMBER 12, 2005, MAY BE AMENDED OR COMPLETED PRIOR TO SALE FREE WRITING PROSPECTUS (TO ACCOMPANY PROSPECTUS DATED SEPTEMBER 30, 2005) $2,543,341,000 (APPROXIMATE) BANC OF AMERICA COMMERCIAL MORTGAGE INC. DEPOSITOR BANK OF AMERICA, N.A. MASTER SERVICER COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-6 --------------------- - ---------------------------------- CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-23 The Series 2005-6 Commercial Mortgage IN THIS FREE WRITING PROSPECTUS Pass-Through Certificates will consist of the (WHICH IS ALSO REFERRED TO following classes: HEREIN AS THIS "PROSPECTUS SUPPLEMENT") AND PAGE 11 IN o senior certificates consisting of the THE ACCOMPANYING PROSPECTUS. Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class XW Certificates; Neither the certificates nor the underlying mortgage loans are o junior certificates consisting of the insured or guaranteed by any Class A-M, Class A-J, Class B, Class C, governmental agency. Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, The certificates will represent Class N, Class O, Class P, Class Q and interests only in the trust and Class S Certificates; will not represent interests in or obligations of Banc of America o the Class KC-A, Class KC-B, Class KC-C, Commercial Mortgage Inc. or any of Class KC-D, Class KC-E and Class KC-F its affiliates, including Bank of Certificates; America Corporation. o the Class V Certificates, representing - ---------------------------------- the right to receive payments of excess interest received with respect to the ARD Loans; and o the residual certificates, consisting of the Class R-I and Class R-II Certificates. Only the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates are offered hereby. The trust's assets will consist primarily of 163 mortgage loans and other property described in this prospectus supplement and the accompanying prospectus. The mortgage loans are secured by first liens on commercial and multifamily properties. This prospectus supplement more fully describes the offered certificates, as well as the characteristics of the mortgage loans and the related mortgaged properties. --------------------- Certain characteristics of the offered certificates include: - ----------------------------------------------------------------------------------------------------------------------------- APPROXIMATE INITIAL CERTIFICATE PASS-THROUGH ASSUMED FINAL RATINGS RATED FINAL BALANCE AS OF RATE AS OF DISTRIBUTION S&P/ DISTRIBUTION CLASS DELIVERY DATE(1) DELIVERY DATE DATE(2) MOODY'S(3) DATE(4) - ----------------------------------------------------------------------------------------------------------------------------- Class A-1 .......... $ 119,000,000 %(5) November 10, 2010 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class A-2 .......... $ 206,500,000 %(5) December 10, 2010 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class A-3 .......... $ 50,000,000 %(5) February 10, 2013 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class A-SB ......... $ 189,003,000 %(5) April 10, 2015 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class A-4 .......... $1,355,000,000 %(5) November 10, 2015 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class A-M .......... $ 274,214,000 %(5) December 10, 2015 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class A-J .......... $ 215,944,000 %(5) December 10, 2015 AAA/Aaa September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class B ............ $ 27,422,000 %(5) December 10, 2015 AA+/Aa1 September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class C ............ $ 30,849,000 %(5) December 10, 2015 AA/Aa2 September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class D ............ $ 20,566,000 %(5) December 10, 2015 AA-/Aa3 September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class E ............ $ 20,566,000 %(5) December 10, 2015 A+/A1 September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- Class F ............ $ 34,277,000 %(5) December 10, 2015 A/A2 September 10, 2047 - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- (Footnotes to table on page S-5) The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you e-mail a request to dg.prospectus_distribution@bofasecurities.com. The securities may not be suitable for all investors. Banc of America Securities LLC and its affiliates may acquire, hold or sell positions in these securities, or in related derivatives, and may have an investment or commercial banking relationship with the issuer. --------------------- With respect to the offered certificates, Banc of America Securities LLC, Bear, Stearns & Co. Inc. and Barclays Capital Inc. are acting as co-lead managers. Banc of America Securities LLC and Bear, Stearns & Co. Inc. are acting as joint bookrunners with respect to the Class A-1, Class A-SB, Class B, Class C and Class D Certificates. Banc of America Securities LLC will be the sole bookrunner for all other classes of the certificates. Banc of America Securities LLC, Bear, Stearns & Co. Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated will purchase the offered certificates from Banc of America Commercial Mortgage Inc. and will offer them to the public at negotiated prices determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers on or about December [ ], 2005. Banc of America Commercial Mortgage Inc. expects to receive from this offering approximately [ ]% of the initial principal amount of the offered certificates, plus accrued interest from December 1, 2005 before deducting expenses payable by Banc of America Commercial Mortgage Inc. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE OFFERED SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC BEAR, STEARNS & CO. INC. BARCLAYS CAPITAL INC. --------------------- DEUTSCHE BANK SECURITIES MORGAN STANLEY December , 2005 BANC OF AMERICA COMMERCIAL MORTGAGE INC. Commercial Mortgage Pass-Through Certificates, Series 2005-6 Geographic Overview of Mortgage Pool WASHINGTON 42 properties $61,973,772 2.3% of total OREGON 15 properties $93,614,569 3.4% of total NEVADA 15 properties $107,531,152 3.9% of total CALIFORNIA 91 properties $555,850,115 20.3% of total UTAH 10 properties $51,128,960 1.9% of total ARIZONA 24 properties $107,287,544 3.9% of total NEBRASKA 2 properties $345,665 0.0% of total COLORADO 22 properties $36,871,977 1.3% of total MISSOURI 13 properties $2,226,675 0.1% of total NEW MEXICO 5 Properties $9,313,775 0.3% of total OKLAHOMA 11 properties $3,422,719 0.1% of total IOWA 5 properties $5,983,075 0.2% of total MINNESOTA 27 properties $48,937,490 1.8% of total TEXAS 91 properties $312,424,982 11.4% of total WISCONSIN 24 properties $4,558,858 0.2% of total KANSAS 9 properties $20,739,135 0.8% of total ILLINOIS 70 properties $23,708,619 0.9% of total LOUISIANA 7 properties $13,194,523 0.5% of total MISSISSIPPI 2 properties $152,337 0.0% of total INDIANA 14 properties $12,132,260 0.4% of total MICHIGAN 20 properties $58,878,516 2.1% of total ALABAMA 10 properties $25,734,260 0.9% of total KENTUCKY 4 properties $3,370,544 0.1% of total TENNESSEE 26 properties $99,800,257 3.6% of total OHIO 41 properties $24,411,570 0.9% of total PENNSYLVANIA 40 properties $69,977,274 2.6% of total NEW YORK 17 properties $441,870,496 16.1% of total GEORGIA 17 properties $47,601,387 1.7% of total VERMONT 2 properties $15,836,220 0.6% of total NORTH CAROLINA 23 properties $38,312,152 1.4% of total NEW HAMPSHIRE 3 properties $1,005,732 0.0% of total MARYLAND 18 properties $6,663,660 0.2% of total MAINE 1 property $4,977,204 0.2% of total DISTRICT OF COLUMBIA 1 property $67,000,000 2.4% of total SOUTH CAROLINA 4 properties $26,824,850 1.0% of total NEW JERSEY 26 properties $126,932,424 4.6% of total VIRGINIA 55 properties $22,283,343 0.8% of total MASSACHUSETTS 28 properties $59,149,625 2.2% of total CONNECTICUT 12 properties $13,082,492 0.5% of total DELAWARE 7 properties $8,920,829 0.3% of total RHODE ISLAND 1 property $4,000,000 0.1% of total FLORIDA 64 properties $104,145,221 3.8% of total MORTGAGED PROPERTIES BY PROPERTY TYPE Office 38.6% Multifamily 21.9% Retail 15.6% Hotel 11.4% Other 5.5% Self Storage 3.4% Manufactured Housing 1.7% Industrial 1.5% Mixed Use 0.4% [ ] < 1.0% of Initial Pool Balance [ ] 1.0% - 5.0% of Initial Pool Balance [ ] 5.1% - 10.0% of Initial Pool Balance [ ] > 10.0% of Initial Pool Balance - -------------------------------------------------------------------------------- NOTE REGARDING PIE CHART AND MAP ON OPPOSITE PAGE: NUMBERS MAY NOT TOTAL TO 100% DUE TO ROUNDING. - -------------------------------------------------------------------------------- FOR MORE INFORMATION Banc of America Commercial Mortgage Inc. has filed with the SEC additional registration materials relating to the certificates. You may read and copy any of these materials at the SEC's Public Reference Room at the following location: o SEC Public Reference Section 450 Fifth Street, N.W. Room 1204 Washington, D.C. 20549 You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information that has been filed electronically with the SEC. The Internet address is http://www.sec.gov. You may also contact Banc of America Commercial Mortgage Inc. in writing at 214 North Tryon Street, Charlotte, North Carolina 28255, or by telephone at (704) 386-8509. See also the sections captioned "Available Information" and "Incorporation of Certain Information by Reference" appearing at the end of the accompanying prospectus. The file number of the registration statement to which this free writing prospectus relates is 333-127779. - -------------------------------------------------------------------------------- TABLE OF CONTENTS IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS FREE WRITING PROSPECTUS AND THE ACCOMPANYING PROSPECTUS ............................ S-6 EXECUTIVE SUMMARY ............................................ S-9 SUMMARY OF PROSPECTUS SUPPLEMENT ............................. S-11 RISK FACTORS ................................................. S-23 Risks Related to the Certificates .......................... S-23 Risks Related to the Mortgage Loans ........................ S-35 DESCRIPTION OF THE MORTGAGE POOL ............................. S-80 General .................................................... S-80 Certain Terms and Conditions of the Mortgage Loans ......... S-82 Due Dates ................................................ S-82 Mortgage Rates; Calculations of Interest ................. S-83 Hyperamortization ........................................ S-83 Amortization of Principal ................................ S-83 Prepayment Provisions .................................... S-83 Defeasance ............................................... S-84 Release or Substitution of Properties ...................... S-85 "Due-on-Sale" and "Due-on-Encumbrance" Provisions ............................................ S-86 277 Park Avenue Whole Loan ................................. S-88 KinderCare Portfolio Whole Loan ............................ S-89 KC Pari Passu Note A-1 Component Mortgage Loan ............. S-94 Ten largest Mortgage Loans ................................. S-95 Additional Mortgage Loan Information ....................... S-96 General .................................................. S-96 Delinquencies ............................................ S-96 Tenant Matters ........................................... S-96 Ground Leases and Other Non-Fee Interests ................ S-96 Additional Financing ..................................... S-96 Lender/Borrower Relationships ............................ S-100 Certain Underwriting Matters ............................... S-100 Environmental Assessments ................................ S-100 Generally ................................................ S-101 Property Condition Assessments ........................... S-102 Appraisals and Market Studies ............................ S-102 Zoning and Building Code Compliance ...................... S-103 Hazard, Liability and Other Insurance .................... S-103 The Mortgage Loan Sellers .................................. S-104 Assignment of the Mortgage Loans; Repurchases and Substitutions ............................................ S-104 Representations and Warranties; Repurchases and Substitutions ............................................ S-107 Changes in Mortgage Pool Characteristics ................... S-109 SERVICING OF THE MORTGAGE LOANS .............................. S-110 General .................................................... S-110 The Master Servicer ........................................ S-112 The Special Servicer ....................................... S-113 Sub-Servicers .............................................. S-113 Servicing and Other Compensation and Payment of Expenses ................................................. S-113 Evidence as to Compliance .................................. S-117 Modifications, Waivers, Amendments and Consents ............ S-118 Defaulted Mortgage Loans; Purchase Option .................. S-121 REO Properties ............................................. S-122 Inspections; Collection of Operating Information ........... S-123 Termination of the Special Servicer ........................ S-123 DESCRIPTION OF THE CERTIFICATES .............................. S-125 General .................................................... S-125 Registration and Denominations ............................. S-125 Certificate Balances and Notional Amounts .................. S-126 Pass-Through Rates ......................................... S-127 Distributions .............................................. S-128 General .................................................. S-128 S-3 Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan ...................... S-128 The Available Distribution Amount ....................... S-130 Application of the Available Distribution Amount ........ S-130 Excess Liquidation Proceeds ............................. S-136 Distributable Certificate Interest ...................... S-136 Class A-SB Planned Principal Balance .................... S-137 Excess Interest ......................................... S-137 Distributions of Prepayment Premiums .................... S-137 Treatment of REO Properties ............................. S-138 Subordination; Allocation of Losses and Certain Expenses ................................................ S-138 Excess Interest Distribution Account ....................... S-139 Interest Reserve Account ................................... S-139 P&I Advances ............................................... S-140 Appraisal Reductions ....................................... S-143 Reports to Certificateholders; Certain Available Information ............................................. S-144 Trustee Reports ......................................... S-144 Servicer Reports ........................................ S-145 Other Information ....................................... S-147 Voting Rights .............................................. S-147 Termination ................................................ S-148 THE TRUSTEE .................................................. S-149 The Trustee ................................................ S-149 Indemnification ............................................ S-149 YIELD AND MATURITY CONSIDERATIONS ............................ S-150 Yield Considerations ....................................... S-150 General ................................................. S-150 Rate and Timing of Principal Payments ................... S-150 Losses and Shortfalls ................................... S-151 Certain Relevant Factors ................................ S-152 Weighted Average Lives ..................................... S-152 CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...................... S-161 General .................................................... S-161 Discount and Premium; Prepayment Premiums .................. S-161 Characterization of Investments in Offered Certificates..... S-162 Possible Taxes on Income From Foreclosure Property ......... S-162 Reporting and Other Administrative Matters ................. S-163 CERTAIN ERISA CONSIDERATIONS ................................. S-163 LEGAL INVESTMENT ............................................. S-165 LEGAL MATTERS ................................................ S-166 RATINGS ...................................................... S-166 GLOSSARY OF PRINCIPAL DEFINITIONS ............................ S-167 ANNEX A1 -- CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS ............................................. A1-1 ANNEX A2 -- CERTAIN CHARACTERISTICS OF THE KINDERCARE MORTGAGE LOAN PROPERTIES ........................ A2-1 ANNEX B -- CAPITAL IMPROVEMENT, REPLACEMENT RESERVE AND ESCROW ACCOUNTS; MULTIFAMILY SCHEDULE ............................. B-1 ANNEX C -- CLASS A-SB PLANNED PRINCIPAL BALANCE TABLE .............................................. C-1 ANNEX D -- AMORTIZATION SCHEDULES OF THE KINDERCARE PORTFOLIO PARI PASSU NOTE A-1 ................... D-1 ANNEX E -- TEN LARGEST MORTGAGE LOAN DESCRIPTIONS ............................................... E-1 S-4 FOOTNOTES TO TABLE ON COVER OF THIS FREE WRITING PROSPECTUS (1) Subject to a variance of plus or minus 5%. (2) As of the delivery date, the "assumed final distribution date" with respect to any class of offered certificates is the distribution date on which the final distribution would occur for such class of certificates based upon the assumptions, among others, that all payments are made when due and that no mortgage loan is prepaid, in whole or in part, prior to its stated maturity, any mortgage loan with an anticipated repayment date is not prepaid prior to, but is paid in its entirety on, its anticipated repayment date and otherwise based on the maturity assumptions (described in this prospectus supplement), if any. The actual performance and experience of the mortgage loans will likely differ from such assumptions. See "Yield and Maturity Considerations" in this prospectus supplement. (3) It is a condition to their issuance that the classes of offered certificates be assigned ratings by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and/or Moody's Investors Service, Inc., no lower than those set forth in this prospectus supplement. The ratings on the offered certificates do not represent any assessments of (i) the likelihood or frequency of voluntary or involuntary principal prepayments on the mortgage loans, (ii) the degree to which such prepayments might differ from those originally anticipated, (iii) whether and to what extent prepayment premiums or yield maintenance charges will be collected on the mortgage loans in connection with the prepayments or the corresponding effect on yield to investors or (iv) whether and to what extent default interest will be received or net aggregate prepayment interest shortfalls will be realized. (4) The "rated final distribution date" for each class of offered certificates has been set at the first distribution date that follows five years after the end of the amortization term for the mortgage loan that, as of the cut-off date, has the longest remaining amortization term, irrespective of its scheduled maturity. See "Ratings" in this prospectus supplement. (5) The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates will accrue at either (i) a fixed rate, (ii) a fixed rate subject to a cap at the Weighted Average Net Mortgage Rate, (iii) the Weighted Average Net Mortgage Rate or (iv) the Weighted Average Net Mortgage Rate less a specified percentage. S-5 IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES The asset-backed securities referred to in these materials, and the asset pools backing them, are subject to modification or revision (including 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) and are offered on a "when, as and if issued" basis. You understand that, when you are considering the purchase of these securities, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of securities to be made to you; any "indications of interest" expressed by you, and any "soft circles" generated by us, will not create binding contractual obligations for you or us. Because the asset-backed securities are being offered on a "when, as and if issued" basis, any such contract will terminate, by its terms, without any further obligation or liability between us, if the securities themselves, or the particular class to which the contract relates, are not issued. Because the asset-backed securities are subject to modification or revision, any such contract also is conditioned upon the understanding that no material change will occur with respect to the relevant class of securities prior to the closing date. If a material change does occur with respect to such class, our contract will terminate, by its terms, without any further obligation or liability between us (the "Automatic Termination"). If an Automatic Termination occurs, we will provide you with revised offering materials reflecting the material change and give you an opportunity to purchase such class. To indicate your interest in purchasing the class, you must communicate to us your desire to do so within such timeframe as may be designated in connection with your receipt of the revised offering materials. The information contained in these materials may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any such assumptions will coincide with actual market conditions or events, and these materials should not be relied upon for such purposes. The Underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of these materials, may, from time to time, have long or short positions in, and buy and sell, the securities mentioned herein or derivatives thereof (including options). Information in these materials is current as of the date appearing on the material only. Information in these materials regarding any securities discussed herein supersedes all prior information regarding such securities. These materials are not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322 or you e-mail a request to dg.prospectus_distribution@bofasecurities.com. The securities may not be suitable for all investors. Banc of America Securities LLC and its affiliates may acquire, hold or sell positions in these securities, or in related derivatives, and may have an investment or commercial banking relationship with the issuer. IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS FREE WRITING PROSPECTUS 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 free writing prospectus (which we also refer to herein as this "prospectus supplement"), which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. S-6 This prospectus supplement begins with several introductory sections describing the Series 2005-6 Certificates and the trust in abbreviated form: Executive Summary, which begins on page S-9 of this prospectus supplement and shows certain characteristics of the offered certificates in tabular form; Summary of Prospectus Supplement, which begins on page S-11 of this prospectus supplement and gives a brief introduction of the key features of the Series 2005-6 Certificates and a description of the mortgage loans; and Risk Factors, which begins on page S-23 of this prospectus supplement and describes risks that apply to the Series 2005-6 Certificates which are in addition to those described in the accompanying prospectus with respect to the securities issued by the trust generally. This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The tables of contents in this prospectus supplement and the accompanying prospectus identify the pages where these sections are located. Certain capitalized terms are defined and used in this prospectus supplement and the accompanying 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 "Glossary of Principal Definitions" beginning on page S-167 of this prospectus supplement. The capitalized terms used in the accompanying prospectus are defined under the caption "Glossary" beginning on page 108 in the accompanying prospectus. In this prospectus supplement, "we" refers to the depositor, and "you" refers to a prospective investor in the offered certificates. --------------------- Until March [ ], 2006, all dealers that buy, sell or trade the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus supplement and the accompanying prospectus. This is in addition to the dealers' obligation to deliver a prospectus supplement and the accompanying prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. If and to the extent required by applicable law or regulation, this prospectus supplement and the accompanying prospectus will be used by each underwriter in connection with offers and sales related to market-making transactions in the offered certificates with respect to which that underwriter is a principal. An underwriter may also act as agent in such transactions. Such sales will be made at negotiated prices at the time of sale. 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: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; S-7 (b) 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 |Hn43,000,000 and (3) an annual net turnover of more than |Hn50,000,000, as shown in its last annual or consolidated accounts; or (c) 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: (a) 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 Depositor; and (b) 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 (A) if made by a person who is not an authorized 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-8 EXECUTIVE SUMMARY The following executive summary does not include all relevant information relating to the offered certificates and the mortgage loans. In particular, the executive summary does not address the risks and special considerations involved with an investment in the offered certificates, and prospective investors should carefully review the detailed information appearing elsewhere in this free writing prospectus and in the accompanying prospectus before making any investment decision. The executive summary also describes the certificates that are not offered by this free writing prospectus (other than the Class KC-A, Class KC-B, Class KC-C, Class KC-D, Class KC-E, Class KC-F, Class V, Class R-I and Class R-II Certificates) which have not been registered under the Securities Act of 1933, as amended, and which will be sold to investors in private transactions. This free writing prospectus is also referred to herein as this "prospectus supplement". Certain capitalized terms used in this executive summary may be defined elsewhere in this prospectus supplement, including in Annex A1 to this prospectus supplement, or in the accompanying prospectus. A "Glossary of Principal Definitions" is included at the end of this prospectus supplement. A "Glossary" is included at the end of the accompanying prospectus. Terms that are used but not defined in this prospectus supplement will have the meanings specified in the accompanying prospectus. - -------------------------------------------------------------------- CERTIFICATE APPROXIMATE BALANCE OR PERCENTAGE RATINGS NOTIONAL OF POOL CLASS S&P/MOODY'S(1) AMOUNT(2) BALANCE - -------------------------------------------------------------------- Offered Certificates - -------------------------------------------------------------------- A-1 AAA/Aaa $ 119,000,000 4.340% - -------------------------------------------------------------------- A-2 AAA/Aaa $ 206,500,000 7.531% - -------------------------------------------------------------------- A-3 AAA/Aaa $ 50,000,000 1.823% - -------------------------------------------------------------------- A-SB AAA/Aaa $ 189,003,000 6.893% - -------------------------------------------------------------------- A-4 AAA/Aaa $ 1,355,000,000 49.414% - -------------------------------------------------------------------- A-M AAA/Aaa $ 274,214,000 10.000% - -------------------------------------------------------------------- A-J AAA/Aaa $ 215,944,000 7.875% - -------------------------------------------------------------------- B AA+/Aa1 $ 27,422,000 1.000% - -------------------------------------------------------------------- C AA/Aa2 $ 30,849,000 1.125% - -------------------------------------------------------------------- D AA-/Aa3 $ 20,566,000 0.750% - -------------------------------------------------------------------- E A+/A1 $ 20,566,000 0.750% - -------------------------------------------------------------------- F A/A2 $ 34,277,000 1.250% - -------------------------------------------------------------------- Private Certificates -- Not Offered by this Prospectus Supplement(5) - -------------------------------------------------------------------- G A-/A3 $ 23,994,000 0.875% - -------------------------------------------------------------------- H BBB+/Baa1 $ 27,421,000 1.000% - -------------------------------------------------------------------- J BBB/Baa2 $ 30,849,000 1.125% - -------------------------------------------------------------------- K BBB-/Baa3 $ 27,422,000 1.000% - -------------------------------------------------------------------- L BB+/Ba1 $ 13,711,000 0.500% - -------------------------------------------------------------------- M BB/Ba2 $ 17,138,000 0.625% - -------------------------------------------------------------------- N BB-/Ba3 $ 3,428,000 0.125% - -------------------------------------------------------------------- O B+/B1 $ 6,855,000 0.250% - -------------------------------------------------------------------- P B/B2 $ 3,428,000 0.125% - -------------------------------------------------------------------- Q B-/B3 $ 10,283,000 0.375% - -------------------------------------------------------------------- S NR/NR $ 34,277,258 1.250% - -------------------------------------------------------------------- XW AAA/Aaa $ 2,742,147,258(6) N/A - -------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- APPROXIMATE INITIAL PASS-THROUGH WEIGHTED APPROXIMATE RATE AS AVERAGE PRINCIPAL CREDIT OF DELIVERY LIFE WINDOW CLASS SUPPORT RATE TYPE DATE (YEARS)(3) (MONTHS)(3) - ------------------------------------------------------------------------------------------------- Offered Certificates - ------------------------------------------------------------------------------------------------- A-1 30.000% Fixed(4) %(4) 3.03 1 -- 59 - ------------------------------------------------------------------------------------------------- A-2 30.000% Fixed(4) %(4) 4.89 59 -- 60 - ------------------------------------------------------------------------------------------------- A-3 30.000% Fixed(4) %(4) 6.80 79 -- 86 - ------------------------------------------------------------------------------------------------- A-SB 30.000% Fixed(4) %(4) 7.46 60 -- 112 - ------------------------------------------------------------------------------------------------- A-4 30.000% Fixed(4) %(4) 9.70 112 -- 119 - ------------------------------------------------------------------------------------------------- A-M 20.000% Fixed(4) %(4) 9.89 119 -- 120 - ------------------------------------------------------------------------------------------------- A-J 12.125% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- B 11.125% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- C 10.000% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- D 9.250% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- E 8.500% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- F 7.250% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- G 6.375% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- H 5.375% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- J 4.250% Fixed(4) %(4) 9.95 120 -- 120 - ------------------------------------------------------------------------------------------------- K 3.250% Fixed(4) %(4) 9.99 120 -- 121 - ------------------------------------------------------------------------------------------------- L 2.750% Fixed(4) %(4) 10.03 121 -- 121 - ------------------------------------------------------------------------------------------------- M 2.125% Fixed(4) %(4) 10.03 121 -- 121 - ------------------------------------------------------------------------------------------------- N 2.000% Fixed(4) %(4) 10.03 121 -- 121 - ------------------------------------------------------------------------------------------------- O 1.750% Fixed(4) %(4) 10.03 121 -- 121 - ------------------------------------------------------------------------------------------------- P 1.625% Fixed(4) %(4) 10.03 121 -- 121 - ------------------------------------------------------------------------------------------------- Q 1.250% Fixed(4) %(4) 10.03 121 -- 121 - ------------------------------------------------------------------------------------------------- S 0.000% Fixed(4) %(4) 12.87 121 -- 180 - ------------------------------------------------------------------------------------------------- XW N/A Variable Rate(6) %(6) (6) N/A - ------------------------------------------------------------------------------------------------- (1) Ratings shown are those of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc., respectively. (2) As of the delivery date. Subject to a variance of plus or minus 5%. (3) Based on the maturity assumptions (as defined under "Yield and Maturity Considerations" in this prospectus supplement). As of the delivery date, calculations for the certificates assume no prepayments will be made on the mortgage loans prior to their related maturity dates (or, in the case of the mortgage loans with anticipated repayment dates, the related anticipated repayment date). (4) The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 will accrue at either (i) a fixed rate, (ii) a fixed rate subject to a cap at the Weighted Average Net Mortgage Rate, (iii) the Weighted Average Net Mortgage Rate or (iv) the Weighted Average Net Mortgage Rate less a specified percentage. (5) Not offered by this prospectus supplement. Any information we provide in this prospectus supplement regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. (6) The Class XW Certificates are not offered by this prospectus supplement. Any information we provide in this prospectus supplement regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class XW Certificates will not have a certificate balance and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class XW Certificates, as described in this prospectus supplement. The interest rate applicable to the Class XW Certificates for each distribution date will be as described in this prospectus supplement. See "Description of the Certificates--Pass-Through Rates" in this prospectus supplement. The Class KC, Class V, Class R-I and Class R-II are not offered by this prospectus supplement and are not represented in the table on page S-9 of this prospectus supplement. S-9 Below is certain information regarding the mortgage loans and the mortgaged properties in the entire mortgage pool as of the cut-off date. The balances and other numerical information used to calculate various ratios with respect to component mortgage loans, split loan structures and certain other mortgage loans are explained in this prospectus supplement under "Glossary of Principal Definitions". Further information regarding such mortgage loans, the other mortgage loans in the mortgage pool and the related mortgaged properties is described under "Description of the Mortgage Pool" in this prospectus supplement and in Annex A1 and Annex B to this prospectus supplement. MORTGAGE POOL CHARACTERISTICS MORTGAGE POOL CHARACTERISTICS (APPROXIMATE) - --------------- ------------------------------ Initial principal balance(1) ................................................ $2,742,147,258 Number of mortgage loans .................................................... 163 Number of mortgaged properties .............................................. 919 Number of balloon mortgage loans ............................................ 81 Number of partial interest only, balloon mortgage loans ..................... 63 Number of interest only mortgage loans ...................................... 15 Number of partial interest only, anticipated repayment date mortgage loans .. 1 Number of anticipated repayment date mortgage loans ......................... 1 Number of interest only anticipated repayment date mortgage loans ........... 1 Number of fully amortizing loans ............................................ 1 Average cut-off date balance ................................................ $16,822,989 Range of cut-off date balances .............................................. $1,015,277 - $260,000,000 Weighted average mortgage rate .............................................. 5.227% Weighted average remaining lock-out period .................................. 94 Weighted average remaining term to maturity(2) .............................. 113 Weighted average underwritten debt service coverage ratio ................... 1.73x Weighted average cut-off date loan-to-value ratio ........................... 63.3% Weighted average balloon loan-to-value ratio(2)(3) .......................... 56.6% - --------- (1) Subject to a variance of plus or minus 5.0%. (2) In the case of the mortgage loans that have an anticipated repayment date, the maturity is based on the related anticipated repayment date. (3) Excludes fully amortizing loan. S-10 SUMMARY OF PROSPECTUS SUPPLEMENT This summary highlights selected information from this prospectus supplement. Because it is a summary, it does not contain all of the information you need to consider in making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THE OFFERING OF THE OFFERED CERTIFICATES, YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING PROSPECTUS CAREFULLY. RELEVANT PARTIES AND DATES -------------------------- DEPOSITOR - --------- Banc of America Commercial Mortgage Inc., a Delaware corporation. The depositor is a subsidiary of Bank of America, N.A. The depositor maintains its principal office at 214 North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255. See "The Depositor" in the accompanying prospectus. Neither the depositor nor any of its affiliates has insured or guaranteed the offered certificates. TRUSTEE - ------- LaSalle Bank National Association, a national banking association. The trustee will also act as REMIC administrator. See "The Trustee" in this prospectus supplement. MASTER SERVICER - --------------- Bank of America, N.A., a national banking association. The master servicer will be responsible for the master servicing of all of the mortgage loans pursuant to the terms of the pooling and servicing agreement. See "Servicing of the Mortgage Loans--The Master Servicer" in this prospectus supplement. SPECIAL SERVICER - ---------------- LNR Partners, Inc., a Florida corporation. See "Servicing of the Mortgage Loans--The Special Servicer" in this prospectus supplement. The special servicer will be responsible for the special servicing of all of the mortgage loans pursuant to the terms of the pooling and servicing agreement. See "Servicing of the Mortgage Loans--The Special Servicer" in this prospectus supplement. MORTGAGE LOAN SELLERS - --------------------- Bank of America, N.A., a national banking association, is the parent of Banc of America Commercial Mortgage Inc. and a wholly-owned subsidiary of NB Holdings Corporation, which in turn is a wholly-owned subsidiary of Bank of America Corporation. Bank of America, N.A. maintains its principal office at Bank of America Corporate Center, 100 North Tryon Street Charlotte, North Carolina 28255. See "Description of the Mortgage Pool--The Mortgage Loan Sellers" in this prospectus supplement. Barclays Capital Real Estate Inc., a Delaware corporation, is an indirect wholly-owned subsidiary of Barclays Bank PLC and an affiliate of Barclays Capital Inc., one of the underwriters. Barclays Capital Real Estate Inc. maintains its principal office at 200 Park Avenue, New York, New York 10166. See "Description of the Mortgage Pool--The Mortgage Loan Sellers" in this prospectus supplement. Bear Stearns Commercial Mortgage, Inc., a New York corporation, is a wholly-owned subsidiary of Bear Stearns Mortgage Capital Corporation and an affiliate of Bear, Stearns & Co. Inc., one of the underwriters. Bear Stearns Commercial Mortgage, Inc. maintains its principal office at 383 Madison Avenue, New York, New York 10179. See "Description of the Mortgage Pool--The Mortgage Loan Sellers" in this prospectus supplement. S-11 NUMBER OF AGGREGATE % OF INITIAL MORTGAGE CUT-OFF DATE POOL MORTGAGE LOAN SELLER LOANS BALANCE BALANCE - ------------------------------------------------ ---------- ----------------- -------------- Bank of America, N.A. .......................... 138 $2,254,862,966 82.2% Barclays Capital Real Estate Inc. .............. 18 293,977,678 10.7 Bear Stearns Commercial Mortgage, Inc. ......... 7 193,306,614 7.0 --- -------------- ----- TOTAL .......................................... 163 $2,742,147,258 100.0% === ============== ===== CUT-OFF DATE - ------------ December 1, 2005. DELIVERY DATE - ------------- On or about December [ ], 2005. RECORD DATE - ----------- With respect to each class of offered certificates and each distribution date, the last business day of the calendar month immediately preceding the month in which such distribution date occurs. DISTRIBUTION DATE - ----------------- The 10th day of each month or, if any such 10th day is not a business day, the next succeeding business day. The first distribution date with respect to the offered certificates will occur in January 2006. DETERMINATION DATE - ------------------ The earlier of (i) the sixth day of the month in which the related distribution date occurs, or if such sixth day is not a business day, then the immediately preceding business day, and (ii) the fourth business day prior to the related distribution date. COLLECTION PERIOD - ----------------- With respect to any distribution date, the period that begins immediately following the determination date in the calendar month preceding the month in which such distribution date occurs and ends on and includes the determination date in the calendar month in which such distribution date occurs. The first collection period applicable to the offered certificates will begin immediately following the cut-off date and end on the determination date in January 2006. MORTGAGE LOANS -------------- THE MORTGAGE POOL - ----------------- The pool of mortgage loans consists of 163 mortgage loans secured by first liens on 919 commercial and multifamily properties. Eighty-five of the mortgage loans were (a) originated by Bank of America, N.A. or its conduit participants or (b) acquired by Bank of America, N.A. from various third party originators (other than Bridger). Fifty-three mortgage loans were acquired by Bank of America, N.A. from Bridger. Eighteen of the mortgage loans were originated by Barclays Capital Real Estate Inc. Seven of the mortgage loans were originated by Bear Stearns Commercial Mortgage, Inc. The mortgage loans in the entire mortgage pool have an aggregate cut-off date balance of approximately $2,742,147,258 which is referred to as the initial pool balance, subject to a variance of plus or minus 5%. One mortgage loan referred to as the 277 Park Avenue Whole Loan is evidenced by a split loan structure comprised of two pari passu notes referred to as the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2. Only the 277 Park Avenue Pari Passu Note A-1 is included in S-12 the trust fund. The aggregate principal balances as of the cut-off date of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2 are $260,000,000 and $240,000,000, respectively. Unless otherwise stated, all references to the principal balance and the related information (including cut-off date balances) of the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan are references only to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan (and exclude the 277 Park Avenue Pari Passu Note A-2). One mortgage loan referred to as the KinderCare Portfolio Whole Loan is evidenced by a split loan structure comprised of three pari passu notes referred to as the KinderCare Portfolio Pari Passu Note A-1, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3. Only the KinderCare Portfolio Pari Passu Note A-1, which is sometimes referred to as the KC Pari Passu Note A-1 Component Mortgage Loan, is included in the trust fund. The aggregate principal balances as of the cut-off date of the KinderCare Portfolio Pari Passu Note A-1, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 are $350,000,000, $150,000,000 and $150,000,000, respectively. The KC Pari Passu Note A-1 Component Mortgage Loan is further divided into one senior component having a principal balance as of the cut-off date of $150,000,000 (5.5% of the initial pool balance) and six subordinate components having an aggregate principal balance as of the cut-off date of $200,000,000 (which is subordinate to such senior component, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3). The subordinate components are also included in the trust fund, but do not back any of the offered certificates. As described in this prospectus supplement, pursuant to an intercreditor agreement, a portion of the principal balance of the KinderCare Portfolio Pari Passu Note A-1 corresponding to the subordinate components has been subordinated to the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the remaining senior portion (corresponding to the senior component) of the KinderCare Portfolio Pari Passu Note A-1. Unless otherwise stated, all references to the principal balance and the related information (including cut-off date balances) of the KC Pari Passu Note A-1 Component Mortgage Loan are references to the senior component only of the KC Pari Passu Note A-1 Component Mortgage Loan (and exclude the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Component Mortgage Loan subordinate components). See "Description of the Mortgage Pool--KinderCare Portfolio Whole Loan" in this prospectus supplement. All numerical information provided in this prospectus supplement with respect to the mortgage loans is provided on an approximate basis. The principal balance of each mortgage loan as of the cut-off date assumes the timely receipt of all principal scheduled to be paid on or before the cut-off date and assumes no defaults, delinquencies or prepayments on any mortgage loan on or before the cut-off date. All percentages of the mortgage pool, or of any specified sub-group thereof, referred to in this prospectus supplement without further description are approximate percentages by aggregate cut-off date balance. The sum of the numerical data in any column of any table presented in this prospectus supplement may not equal the indicated total due to rounding. See "Description of the Mortgage Pool--Changes in Mortgage Pool Characteristics" in this prospectus supplement. See also the "Glossary of Principal Definitions" in this prospectus supplement for definitions and other information relating to loan-to-value and debt service coverage ratios and other calculations presented in this prospectus supplement. 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 in Annex A1 to this prospectus supplement. The cut-off date balance of each mortgage loan is the unpaid principal balance thereof as of the cut-off date, after application of all payments of principal due on or before such date, whether or not received. The cut-off date balances of the mortgage loans in the entire mortgage pool range from $1,015,277 to $260,000,000, and the average cut-off date balance is $16,822,989. S-13 As of the cut-off date, the mortgage loans had the following additional characteristics. Further information regarding such mortgage loans, the other mortgage loans in the mortgage pool and the related mortgaged properties is described under "Description of the Mortgage Pool" in this prospectus supplement and in Annex A1 to this prospectus supplement. SELECTED MORTGAGE LOAN CHARACTERISTICS -------------------------------------- MORTGAGE POOL -------------------- Range of per annum mortgage rates ....................................... 4.647% to 6.440% Weighted average per annum mortgage rate ................................ 5.227% Range of remaining terms to stated maturity (months) (1) ................ 54 to 180 Weighted average remaining term to stated maturity (months)(1) .......... 113 Range of remaining amortization terms (months)(2)(3) .................... 178 to 379 Weighted average remaining amortization term (months)(2)(3) ............. 350 Range of cut-off date loan-to-value ratios .............................. 39.7% to 80.0% Weighted average cut-off date loan-to-value ratio ....................... 63.3% Range of maturity date loan-to-value ratios(1) .......................... 27.5% to 78.8% Weighted average maturity date loan-to-value ratio(1)(4) ................ 56.6% Range of underwritten debt service coverage ratios ...................... 1.12x to 3.27x Weighted average underwritten debt service coverage ratio ............... 1.73x - ---------- (1) In the case of the mortgage loans that have an anticipated repayment date, the maturity is based on the related anticipated repayment date. (2) Excludes mortgage loans that are interest only until maturity or until the anticipated repayment date. (3) Excludes mortgage loans that have planned amortization. (4) Excludes mortgage loans that are fully amortizing. Set forth below are the number of mortgaged properties, and the approximate percentage of the initial pool balance secured by such mortgaged properties, located in the states with concentrations over 5.0% of the initial pool balance: GEOGRAPHIC CONCENTRATION(1) --------------------------- NUMBER OF AGGREGATE % OF MORTGAGED CUT-OFF DATE INITIAL POOL LOCATION PROPERTIES BALANCE BALANCE - ------------------------- ------------ -------------- ------------- California .............. 91 $555,850,115 20.3% Southern(2) ............ 57 $494,838,200 18.0% Northern(2) ............ 34 $ 61,011,915 2.2% New York ................ 17 $441,870,496 16.1% Texas ................... 91 $312,424,982 11.4% - ---------- (1) Because this table represents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (generally allocating the mortgage loan principal amount to each of those mortgaged properties by appraised values of the mortgaged properties if not otherwise specified in the related note or loan agreement). Those amounts are set forth in Annex A to this prospectus supplement. (2) Northern California mortgaged properties have a zip code greater than or equal to 93600. Southern California mortgaged properties have a zip code less than 93600. The remaining mortgaged properties are located throughout 38 other states and the District of Columbia, with no more than 4.6% of the initial pool balance secured by mortgaged properties located in any such other jurisdiction. Set forth below are the number of mortgaged properties, and the approximate percentage of the initial pool balance secured by such mortgaged properties, operated for each indicated purpose: S-14 PROPERTY TYPE(1) ---------------- NUMBER OF AGGREGATE % OF MORTGAGED CUT-OFF DATE INITIAL POOL PROPERTY TYPE PROPERTIES BALANCE BALANCE - ----------------------------------- ------------ ----------------- ------------- Office ............................ 44 $1,057,956,875 38.6% Multifamily ....................... 41 599,694,653 21.9 Retail ............................ 41 427,944,722 15.6 Anchored ......................... 23 362,164,980 13.2 Unanchored ....................... 14 50,467,757 1.8 Shadow Anchored .................. 4 15,311,986 0.6 Hotel ............................. 49 312,031,131 11.4 Other(2) .......................... 713 150,000,000 5.5 Self Storage ...................... 19 93,865,850 3.4 Manufactured Housing .............. 2 46,250,000 1.7 Industrial ........................ 7 42,407,182 1.5 Mixed Use ......................... 3 11,996,845 0.4 --- -------------- ----- TOTAL/WEIGHTED AVERAGE ............ 919 $2,742,147,258 100.0% === ============== ===== - ---------- (1) Because this table represents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (generally allocating the mortgage loan principal amount to each of those mortgaged properties by appraised values of the mortgaged properties if not otherwise specified in the related note or loan agreement). Those amounts are set forth in Annex A1 to this prospectus supplement. (2) "Other" represents Child Development Centers. FOR MORE DETAILED STATISTICAL INFORMATION REGARDING THE MORTGAGE POOL, SEE ANNEX A1 TO THIS PROSPECTUS SUPPLEMENT. On or before the delivery date, each mortgage loan seller will transfer all of its mortgage loans, without recourse, to the depositor, or at the direction of the depositor to the trustee for the benefit of holders of the certificates. In connection with such transfer, each mortgage loan seller will make certain representations and warranties regarding the characteristics of the mortgage loans transferred by it. As described in more detail later in this prospectus supplement, each mortgage loan seller will be obligated to cure any material breach of any such representation or warranty made by it or either repurchase the affected mortgage loan or, in the period and manner described in this prospectus supplement, substitute a qualified substitute mortgage loan for the affected mortgage loan and pay any substitution shortfall amount. See "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitution" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. Each mortgage loan seller will sell each of its respective mortgage loans without recourse and has no obligations with respect to the offered certificates other than pursuant to its representations and warranties and repurchase or substitution obligations. The depositor has made no representations or warranties with respect to the mortgage loans and will have no obligation to repurchase or replace mortgage loans with deficient documentation or which are otherwise defective. See "Description of the Mortgage Pool" and "Risk Factors--Risks Related to the Mortgage Loans" in this prospectus supplement and "Description of the Trust Funds" and "Certain Legal Aspects of Mortgage Loans" in the accompanying prospectus. The master servicer and, if circumstances require, the special servicer, will service and administer the mortgage loans pursuant to the pooling and servicing agreement among the depositor, the master servicer, the special servicer, the trustee and the REMIC administrator. See "Servicing of the Mortgage Loans" in this prospectus supplement and "The Pooling and Servicing Agreements" in the accompanying prospectus. The compensation to be received by the master servicer (including certain master servicing fees) and the special servicer (including special servicing fees, liquidation fees and workout fees) for their S-15 services is described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. OFFERED SECURITIES ------------------ THE OFFERED CERTIFICATES; CERTIFICATE BALANCES AND PASS-THROUGH RATES - --------------------------------------------------------------------- The offered certificates consist of 12 classes of the depositor's Commercial Mortgage Pass-Through Certificates as part of Series 2005-6, namely the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates. As of the delivery date, your certificates will have the approximate aggregate principal amount or notional amount indicated in the chart on the cover of this prospectus supplement, subject to a variance of plus or minus 5%, and will accrue interest at an annual rate referred to as a pass-through rate indicated in the chart on the cover of this prospectus supplement and the accompanying footnotes. Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months, or a 30/360 basis. Series 2005-6 consists of a total of 33 classes of certificates, the following 21 of which are not being offered through this prospectus supplement and the accompanying prospectus: Class XW, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class KC-A, Class KC-B, Class KC-C, Class KC-D, Class KC-E, Class KC-F, Class V, Class R-I and Class R-II Certificates. The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 are referred to in this prospectus supplement as the "Sequential Pay Certificates". The pass-through rates applicable to each of the Class XW, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates for each distribution date are set forth on page S-9 of this prospectus supplement. The pass-through rates applicable to each of the Class KC-A, Class KC-B, Class KC-C, Class KC-D, Class KC-E and Class KC-F Certificates for each distribution date are set forth in the pooling and servicing agreement. The Class KC-A, Class KC-B, Class KC-C, Class KC-D, Class KC-E and Class KC-F Certificates are referred to in this prospectus supplement as the "Class KC Certificates". The Class V, Class R-I and Class R-II Certificates will not have a certificate balance, a notional amount or a pass-through rate. CLASS XW CERTIFICATES - --------------------- Notional Amount The Class XW Certificates will not have a certificate balance. For purposes of calculating the amount of accrued interest, however, the Class XW Certificates will have a notional amount. The notional amount of the Class XW Certificates will equal the aggregate certificate balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 outstanding from time to time. The initial notional amount of the Class XW Certificates will be approximately $2,742,147,258, although it may be as much as 5% larger or smaller. FOR A MORE DETAILED DISCUSSION OF THE NOTIONAL AMOUNT OF THE CLASS XW CERTIFICATES, SEE "DESCRIPTION OF THE CERTIFICATES--CERTIFICATE BALANCES AND NOTIONAL AMOUNT" IN THIS PROSPECTUS SUPPLEMENT. Pass-Through Rate The pass-through rate applicable to the Class XW Certificates for the initial distribution date will equal approximately [ ]% per annum. The pass-through rate for the Class XW Certificates, for each distribution date subsequent to the initial distribution date will, in general, equal the excess, if any, of (1) the weighted average net mortgage rate, over (2) the weighted average of the pass-through rates applicable to all the classes of Sequential Pay Certificates. S-16 FOR A MORE DETAILED DISCUSSION OF THE RATE APPLICABLE TO THE CLASS XW CERTIFICATES, SEE "DESCRIPTION OF THE CERTIFICATES--CERTIFICATE BALANCES AND NOTIONAL AMOUNT" IN THIS PROSPECTUS SUPPLEMENT. DISTRIBUTIONS The total of all payments or other collections (or advances in lieu thereof) on or in respect of the mortgage loans (but excluding prepayment premiums, yield maintenance charges and excess interest, each as described in this prospectus supplement) that are available for distributions of interest on and principal of the certificates on any distribution date is referred to in this prospectus supplement as the available distribution amount for such date. See "Description of the Certificates--Distributions--The Available Distribution Amount" in this prospectus supplement. On each distribution date, the trustee will apply the available distribution amount for such date for the following purposes and in the following order of priority: A. Amount and Order of Distributions First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class XW Certificates: To pay interest, concurrently, on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class XW Certificates pro rata, in accordance with their interest entitlements. Second, to the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates: To the extent of amounts then required to be distributed as principal, (i) first, to the Class A-SB Certificates, available principal until the principal balance of the Class A-SB Certificates is reduced to the planned principal balance set forth in the table on Annex C to this prospectus supplement; (ii) then, to the Class A-1 Certificates, available principal remaining after the above distribution in respect of principal to the Class A-SB Certificates has been made, until the principal balance of the Class A-1 Certificates is reduced to zero; (iii) then, to the Class A-2 Certificates, available principal remaining after the above distributions in respect of principal to the Class A-1 and Class A-SB Certificates have been made, until the principal balance of the Class A-2 Certificates is reduced to zero; (iv) then, to the Class A-3 Certificates, available principal remaining after the above distributions in respect of principal to the Class A-1, Class A-2 and Class A-SB Certificates have been made, until the principal balance of the Class A-3 Certificates is reduced to zero; (v) then, to the Class A-SB Certificates, available principal remaining after the above distributions in respect of principal to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates have been made, until the principal balance of the Class A-SB Certificates is reduced to zero and (vi) then, to the Class A-4 Certificates, available principal remaining after the above distributions in respect of principal to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates have been made, until the principal balance of the Class A-4 Certificates is reduced to zero. Third, to the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates: To reimburse the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes. Fourth, to the Class A-M Certificates: To the Class A-M Certificates as follows: (a) interest on the Class A-M Certificates in the amount of its interest entitlement; (b) to the extent of funds available for principal, to principal on the Class A-M Certificates until reduced to zero; and (c) to reimburse the Class A-M Certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class. Fifth, to the Class A-J Certificates: To the Class A-J Certificates as follows: (a) interest on the Class A-J Certificates in the amount of its interest entitlement; (b) to the extent of funds available for principal, to principal on the Class A-J Certificates until reduced to zero; and (c) to reimburse the Class A-J Certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class. Sixth, to the Class B Certificates: To the Class B Certificates in a manner analogous to the Class A-J Certificates allocations of the fifth step. Seventh, to the Class C Certificates: To the Class C Certificates in a manner analogous to the Class A-J Certificates allocations of the fifth step. S-17 Eighth, to the Class D Certificates: To the Class D Certificates in a manner analogous to the Class A-J Certificates allocations of the fifth step. Ninth, to the Class E Certificates: To the Class E Certificates in a manner analogous to the Class A-J Certificates allocations of the fifth step. Tenth, to the Class F Certificates: To the Class F Certificates in a manner analogous to the Class A-J Certificates allocations of the fifth step. Finally, to the Private Certificates: To the Private Certificates (other than the Class XW, Class KC, Class V, Class R-I and Class R-II Certificates) in the amounts and order of priority provided for in the pooling and servicing agreement. The distributions referred to in priority Second above will be made, pro rata, among the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates if and when the certificate balances of all other certificates having certificate balances have been reduced to zero and in any event on the final distribution date as described under "Description of the Certificates--Distributions--The Available Distribution Amount" in this prospectus supplement. B. Interest and Principal Entitlements A description of each class's interest entitlement can be found in "Description of the Certificates--Distributions--Distributable Certificate Interest" in this prospectus supplement. As described in such section, there are circumstances in which your interest entitlement for a distribution date could be less than one full month's interest at the pass-through rate on your certificate's principal amount. The amount of principal required to be distributed to the classes entitled to principal on a particular distribution date also can be found in "Description of the Certificates--Distributions--Principal Distribution Amount" in this prospectus supplement. C. Prepayment Premiums The manner in which any prepayment premiums and yield maintenance charges received during a particular collection period will be allocated to one or more of the classes of offered certificates is described in "Description of the Certificates--Distributions--Distributions of Prepayment Premiums" in this prospectus supplement. S-18 SUBORDINATION A. General The chart below describes the manner in which the rights of various classes will be senior to the rights of other classes. Entitlement to receive principal and interest on any distribution date is depicted in descending order. The manner in which mortgage loan losses are allocated is depicted in ascending order; provided that mortgage loan losses will not be allocated to the Class KC Certificates (other than mortgage loan losses on the KC Pari Passu Note A-1 Component Mortgage Loan), Class V, Class R-I or Class R-II Certificates. Mortgage loan losses that are realized on the KC Pari Passu Note A-1 Component Mortgage Loan will be allocated to the Class KC Certificates before being allocated to any other class of Certificates. No principal payments or loan losses will be allocated to the Class V or Class XW Certificates. However, the notional amount of the Class XW Certificates (which is used to calculate interest due on the Class XW Certificates) will effectively be reduced by the allocation of principal payments and loan losses to the other classes of certificates, the principal balances of which correspond to the notional amount of the Class XW Certificates. ---------------------------------------------------------- CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES, CLASS A-3 CERTIFICATES, CLASS A-SB CERTIFICATES(1), CLASS A-4 CERTIFICATES AND CLASS XW CERTIFICATES(2) ---------------------------------------------------------- ---------------------------------------------------------- CLASS A-M CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- CLASS A-J CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- CLASS B CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- CLASS C CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- CLASS D CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- CLASS E CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- CLASS F CERTIFICATES ---------------------------------------------------------- ---------------------------------------------------------- PRIVATE CERTIFICATES(3) (OTHER THAN THE CLASS XW CERTIFICATES) ---------------------------------------------------------- (1) The Class A-SB Certificates have a certain priority with respect to being paid down to their planned principal balance on any distribution date as described in this prospectus supplement. (2) The Class XW Certificates will be senior only with respect to payments of interest and will not be entitled to receive any payments in respect of principal. (3) Each class of the Class KC Certificates will be subordinate to the offered certificates only with respect to payments and other collections received on the KC Pari Passu Note A-1 Component Mortgage Loan (and each class of the Class KC Certificates will also be subordinate to the KinderCare Pari Passu Note A-2 and the KinderCare Pari Passu Note A-3). No other form of credit enhancement will be available for the benefit of the holders of the offered certificates. S-19 See "Description of the Certificates--Subordination; Allocation of Losses and Certain Expenses" in this prospectus supplement. B. Shortfalls in Available Funds The following types of shortfalls in available funds will be allocated in the same manner as mortgage loan losses: o shortfalls resulting from additional compensation which the master servicer or special servicer is entitled to receive; o shortfalls resulting from interest on advances of principal and interest or property expenses made by the master servicer, the special servicer or the trustee; o shortfalls resulting from extraordinary expenses of the trust; o shortfalls resulting from a reduction of a mortgage loan's interest rate or principal amount by a bankruptcy court or from other unanticipated or default-related expenses of the trust; and o shortfalls due to nonrecoverable advances being reimbursed from principal and/or interest collections. See "Description of the Certificates--Distributions" in this prospectus supplement. ADVANCES OF PRINCIPAL AND INTEREST A. P&I Advances The master servicer (or the trustee, if applicable) is required to advance delinquent monthly mortgage loan payments if it determines that the advance will be recoverable. The master servicer or the trustee, if applicable will not advance balloon payments due at maturity, late payment charges or default interest. The master servicer also is not required to advance prepayment or yield maintenance premiums. If an advance is made, the master servicer will not advance its servicing fee, but will advance the trustee's fee. B. Property Protection Advances The master servicer (or the trustee, if applicable) may also be required to make advances to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to protect and maintain the mortgaged property, to maintain the lien on the mortgaged property or enforce the related mortgage loan documents. C. Interest on Advances The master servicer and the trustee, as applicable, will be entitled to interest as described in this prospectus supplement on any of the advances referenced in the two immediately preceding paragraphs above, other than for advances referenced under the above Paragraph A of payments not delinquent past applicable grace periods. Interest accrued on any of these outstanding advances may result in reductions in amounts otherwise payable on the certificates. See "Description of the Certificates--P&I Advances" and "Servicing of the Mortgage Loans-- Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement and "Description of the Certificates--Advances in Respect of Delinquencies" and "The Pooling and Servicing Agreements--Certificate Account" in the accompanying prospectus. OTHER ASPECTS OF THE OFFERED CERTIFICATES A. Denominations The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M and Class A-J Certificates will be offered in minimum denominations of $10,000 initial principal amount. The Class B, Class C, Class D, S-20 Class E and Class F Certificates will be offered in minimum denominations of $100,000 initial principal amount. Investments in excess of the minimum denominations may be made in multiples of $1. B. Registration, Clearance and Settlement Each class of offered certificates will be registered in the name of Cede & Co., as nominee of The Depository Trust Company. The book-entry system through The Depository Trust Company may be terminated with respect to all or any portion of any class of the offered certificates. See "Description of the Certificates--Registration and Denominations" in this prospectus supplement and "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in the accompanying prospectus. TERMINATION On any distribution date on which the aggregate principal balance of the pool of mortgage loans remaining in the trust is less than 1.0% of the aggregate unpaid balance of the mortgage loans as of the cut-off date, certain entities specified in this prospectus supplement will have the option to purchase all of the remaining mortgage loans at the price specified in this prospectus supplement (and all property acquired through exercise of remedies in respect of any mortgage loan). Exercise of this option will terminate the trust and retire the then outstanding certificates. See "Description of the Certificates--Termination" in this prospectus supplement and "Description of the Certificates--Termination" in the accompanying prospectus. TAX STATUS Elections will be made to treat designated portions of the trust (other than excess interest) as two separate real estate mortgage investment conduits, referred to in this prospectus supplement as REMICs--REMIC I and REMIC II--for federal income tax purposes. In addition, a separate REMIC election will also be made with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, referred to in this prospectus supplement as the Component Mortgage Loan REMIC. The senior component of the KC Pari Passu Note A-1 Component Mortgage Loan and each class of the Class KC Certificates will represent "regular interests" in the Component Mortgage Loan REMIC. In the opinion of counsel, such portions of the trust will qualify for this treatment. The portion of the trust consisting of the excess interest will be treated as a grantor trust for federal income tax purposes and will be beneficially owned by the Class V Certificates. Pertinent federal income tax consequences of an investment in the offered certificates include: o Each class of offered certificates will constitute "regular interests" in REMIC II. o The regular interests will be treated as newly originated debt instruments for federal income tax purposes. o Beneficial owners will be required to report income on the offered certificates in accordance with the accrual method of accounting. o It is anticipated that the Class [ ] Certificates will be issued at a premium, that the Class [ ] Certificates will be issued with a de minimis amount of original issue discount and that the Class [ ] Certificates will be issued with more than a de minimis amount of original issue discount for federal income tax purposes. See "Certain Federal Income Tax Consequences" in this prospectus supplement and in the accompanying prospectus. ERISA CONSIDERATIONS Subject to important considerations described under "Certain ERISA Considerations" in this prospectus supplement and in the accompanying prospectus, the depositor expects the offered certificates to be eligible for purchase by persons investing assets of employee benefit plans or individual retirement S-21 accounts. A benefit plan fiduciary considering the purchase of any offered certificates should consult with its counsel to determine whether all required conditions have been satisfied. See "Certain ERISA Considerations" in this prospectus supplement and in the accompanying prospectus. LEGAL INVESTMENT The offered certificates will not constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See "Legal Investment" in this prospectus supplement and in the accompanying prospectus. CERTIFICATE RATINGS It is a requirement for issuance of the offered certificates that they receive credit ratings no lower than the following credit ratings from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc.: S&P MOODY'S ----- -------- Class A-1 ........... AAA Aaa Class A-2 ........... AAA Aaa Class A-3 ........... AAA Aaa Class A-SB .......... AAA Aaa Class A-4 ........... AAA Aaa Class A-M ........... AAA Aaa Class A-J ........... AAA Aaa Class B ............. AA+ Aa1 Class C ............. AA Aa2 Class D ............. AA- Aa3 Class E ............. A+ A1 Class F ............. A A2 The ratings of the offered certificates address the likelihood of the timely payment of interest and the ultimate repayment of principal by the rated final distribution date. A security rating does not address the frequency of prepayments (either voluntary or involuntary) or the possibility that certificateholders might suffer a lower than anticipated yield, nor does a security rating address the likelihood of receipt of prepayment premiums or yield maintenance charges or the collection of excess interest. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Any such revision, if negative, or withdrawal of a rating could have a material adverse effect on the affected class of offered certificates. See "Ratings" in this prospectus supplement and "Rating" in the accompanying prospectus for a discussion of the basis upon which ratings are assigned, the limitations and restrictions on ratings, and conclusions that should not be drawn from a rating. S-22 RISK FACTORS o YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE MAKING AN INVESTMENT DECISION. IN PARTICULAR, DISTRIBUTIONS ON YOUR CERTIFICATES WILL DEPEND ON PAYMENTS RECEIVED ON AND OTHER RECOVERIES WITH RESPECT TO THE MORTGAGE LOANS. THEREFORE, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS RELATING TO THE MORTGAGE LOANS AND THE MORTGAGED PROPERTIES. o THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES RELATING TO YOUR CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR INVESTMENT. o IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, YOUR INVESTMENT COULD BE MATERIALLY AND ADVERSELY AFFECTED. o THIS PROSPECTUS SUPPLEMENT ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE RISKS DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT. RISKS RELATED TO THE CERTIFICATES YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISK......... You and other certificateholders generally do not have the right to make decisions with respect to the administration of the trust. See "Servicing of the Mortgage Loans-- General" in this prospectus supplement. Such decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust, even if such decision is determined to be in your best interests by such party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests. TRANSACTION PARTY ROLES AND RELATIONSHIPS CREATE POTENTIAL CONFLICTS OF INTEREST......... The special servicer will have latitude in determining whether to liquidate or modify defaulted mortgage loans. See "Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this prospectus supplement. The master servicer, the special servicer or an affiliate of either may purchase certain of the certificates or hold certain companion mortgage loans which are part of a split loan structure but which are not held in the trust fund or hold certain subordinate or mezzanine debt or interests therein related to the mortgage loans. In addition, the holder of certain of the non-offered certificates has the right to remove a special servicer and appoint a successor, which may be an affiliate of such holder. It is possible that the master servicer, the special servicer or affiliates thereof may be holders of such non-offered certificates. This could cause a conflict between the master servicer's or the special servicer's duties to the trust under the pooling and servicing S-23 agreement and its interest as a holder of a certificate or a companion or subordinate mortgage loan or interests therein. In addition, the master servicer is an originator of the mortgage loans and a mortgage loan seller. This could cause a conflict between the master servicer's duty to the trust under the pooling and servicing agreement and its interest in such other capacities. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standards without regard to ownership of any certificate by the master servicer, the special servicer or any affiliate of the master servicer or the special servicer. See "Servicing of the Mortgage Loans--General" in this prospectus supplement. Additionally, any of those parties may, especially if it holds the non-offered certificates, or has financial interests in or other financial dealings with a borrower or sponsor under any of the mortgage loans, have interests when dealing with the mortgage loans that are in conflict with the interests of holders of the offered certificates. For instance, if the special servicer or an affiliate holds non-offered certificates, the special servicer could seek to reduce the potential for losses allocable to those certificates from a troubled mortgage loan by deferring acceleration in hope of maximizing future proceeds. The special servicer might also seek to reduce the potential for such losses by accelerating earlier than necessary to avoid advance interest or additional trust fund expenses. Either action could result in less proceeds to the trust than would be realized if alternate action had been taken. In general, a servicer is not required to act in a manner more favorable to the offered certificates or any particular class of offered certificates than to the non-offered certificates. Additionally, each of the master servicer, the sub-servicers and the special servicer currently services or will, in the future, service, in the ordinary course of its business, existing and new loans for third parties, including portfolios of loans similar to the mortgage loans that will be included in the trust. The real properties securing these other loans may be in the same markets as, and compete with, certain of the real properties securing the mortgage loans that will be included in the trust. Consequently, personnel of the master servicer, the sub-servicers and the special servicer 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, the sub-servicers and the special servicer. S-24 In addition, certain of the mortgage loans included in the trust fund may have been refinancings of debt previously held by a mortgage loan seller or an affiliate of a mortgage loan seller. A mortgage loan seller, the underwriters or their respective affiliates may have other business relationships with the borrowers under the mortgage loans. A mortgage loan seller or its affiliates may also have or have had equity investments in the borrowers (or in the owners of the borrowers) or properties under certain of the mortgage loans included in the trust. A mortgage loan seller, the underwriters and their respective affiliates have made or may make or have preferential rights to make loans to, or equity investments in, affiliates of the borrowers under the mortgage loans. In addition, a mortgage loan seller or its affiliates may also hold mezzanine debt related to a borrower, but which is not held in the trust fund. In addition, a mortgage loan seller, the underwriters and their respective affiliates may provide financing to the purchasers of certificates, companion mortgage loans or mezzanine loans. The related property managers and borrowers may experience conflicts of interest in the management and/or ownership of the real properties securing the mortgage loans because: o a substantial number of the mortgaged real properties are managed by property managers affiliated with the respective borrowers; o certain of the mortgaged real properties are self-managed by the borrowers themselves; o certain tenants at the mortgaged real properties may be owned by affiliates of the related borrower or otherwise be related to or affiliated with the borrower; o these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and o affiliates of the property managers and/or the borrowers, or the property managers and/or the borrowers themselves also may own other properties, including competing properties. PREPAYMENTS WILL AFFECT DISTRIBUTIONS AND YIELD CONSIDERATIONS..... The yield on any offered certificate will depend on (a) the price at which such certificate is purchased by an investor and (b) the rate, timing and amount of distributions on such certificate. The rate, timing and amount of distributions on any offered certificate will, in turn, depend on, among other things: S-25 o the pass-through rate for such certificate; o the rate and timing of principal payments (including principal prepayments) and other principal collections on or in respect of the mortgage loans and the extent to which such amounts are to be applied or otherwise result in a reduction of the certificate balance of the class of certificates to which such certificate belongs; o the rate, timing and severity of realized losses and additional trust fund expenses (each as described in this prospectus supplement) and the extent to which such losses and expenses result in the failure to pay interest on, or a reduction of the certificate balance of, the class of certificates to which such certificate belongs; o the timing and severity of any net aggregate prepayment interest shortfalls (each as described in this prospectus supplement) and the extent to which such shortfalls are allocated in reduction of the distributable certificate interest payable on the class of certificates to which such certificate belongs; o the extent to which prepayment premiums and yield maintenance charges are collected and, in turn, distributed on the class of certificates to which such certificate belongs; and o the rate and timing of reimbursement of advances. It is impossible to predict with certainty any of the factors described in the preceding paragraph. Accordingly, investors may find it difficult to analyze the effect that such factors might have on the yield to maturity of any class of offered certificates. See "Description of the Mortgage Pool", "Description of the Certificates-- Distributions" and "--Subordination; Allocation of Losses and Certain Expenses" and "Yield and Maturity Considerations" in this prospectus supplement. See also "Yield and Maturity Considerations" in the accompanying prospectus. PREPAYMENT AND REPURCHASES MAY AFFECT THE YIELD TO MATURITY OF YOUR CERTIFICATES............ The yield to maturity on your certificates will depend, in significant part, upon the rate and timing of principal payments on the mortgage loans. For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults and liquidations and purchases or repurchases upon breaches of representations and warranties. The investment performance of your certificates may vary materially and adversely from your expectations if the S-26 actual rate of prepayment on the mortgage loans is higher or lower than you anticipate. Voluntary prepayments, if permitted, generally require payment of a prepayment premium or a yield maintenance charge. Nevertheless, we cannot assure you that the related borrowers will refrain from prepaying their mortgage loans due to the existence of a prepayment premium or yield maintenance charge. Also, we cannot assure you that involuntary prepayments will not occur. The terms of six mortgage loans, representing 21.1% of the initial pool balance, in connection with a partial release of the related mortgaged property, permit (a) a voluntary partial release with defeasance after a lockout period with the delivery of the defeasance collateral or (b) a partial prepayment at any time (including prior to the applicable defeasance period) and the payment of a prepayment premium or yield maintenance charge, as applicable or (c) a release at any time without requiring a prepayment premium or yield maintenance charge. See "Description of the Mortgage Pool--Release or Substitution of Properties" 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; o the level of prevailing interest rates; o the availability of mortgage credit; o the applicable prepayment premiums or yield maintenance charges; o the master servicer's or special servicer's ability to enforce those charges or premiums; o the occurrence of casualties or natural disasters; and o economic, demographic, tax, legal or other factors. No prepayment premium or yield maintenance charge will be generally required for prepayments in connection with a casualty or condemnation. In addition, if a mortgage loan seller repurchases any mortgage loan from the trust due to a material breach of representations or warranties or a material document defect, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, except that no prepayment premium or yield maintenance charge would be payable. The repurchase price paid by a mortgage loan seller may not include a liquidation fee if purchased within the timeframe set forth in the pooling and S-27 servicing agreement. Such a repurchase may therefore adversely affect the yield to maturity on your certificates. The yield to maturity of the Class XW Certificates will be highly sensitive to the rate and timing of principal payments (including by reason of prepayments, loan extensions, defaults and liquidations) and losses on the mortgage loans. Investors in the Class XW Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. No representation is made as to the anticipated rate of prepayments on the mortgage loans or as to the anticipated yield to maturity of any Certificate. In the case of the Class XW Certificates, and any class of certificates purchased at a premium, if principal payments on the mortgage loans occur at a rate faster than anticipated at the time of purchase, then (to the extent that the required prepayment premiums or yield maintenance charges are not received or are distributable to a different class of certificates) the investors' actual yield to maturity will be lower than that assumed at the time of purchase. BORROWER DEFAULTS MAY ADVERSELY AFFECT YOUR YIELD............ The rate and timing of delinquencies or defaults on the mortgage loans will affect: o the aggregate amount of distributions on the offered certificates; o their yield to maturity; o the rate of principal payments; and o their weighted average life. If losses on the mortgage loans exceed the aggregate principal amount of the classes of certificates subordinated to a particular class, such class will suffer a loss equal to the full amount of such excess (up to the outstanding principal amount of such certificate). If you calculate your anticipated yield based on assumed rates of defaults and losses that are lower than the default rate and losses actually experienced and such losses are allocable to your certificates, your actual yield to maturity will be lower than the assumed yield. Under certain extreme scenarios, such yield could be negative. In general, the earlier a loss borne by you on your certificates occurs, the greater the effect on your yield to maturity. Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted S-28 average life and yield to maturity of your certificates. This may be so because those losses lead to your certificates having a higher percentage ownership interest in the trust and related distributions of principal payments on the mortgage loans than would otherwise have been the case. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans. The yield to maturity of the Class XW Certificates will be highly sensitive to the rate and timing of principal payments (including by reason of prepayments, loan extensions, defaults and liquidations) and losses on or in respect of the mortgage loans. Investors in the Class XW Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. No representation is made as to the anticipated rate of prepayments on the mortgage loans or as to the anticipated yield to maturity of any Certificate. See "Yield and Maturity Considerations--Yield Sensitivity of the Class XW Certificates" in this prospectus supplement. In the case of the Class XW Certificates, and any class of certificates purchased at a premium, if principal payments on the mortgage loans occur at a rate faster than anticipated at the time of purchase, then (to the extent that the required prepayment premiums or yield maintenance charges are not received or are distributable to a different class of certificates) the investors' actual yield to maturity will be lower than that assumed at the time of purchase. See "Yield and Maturity Considerations--Yield Sensitivity of the Class XW Certificates" in this prospectus supplement. Additionally, delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless certain advances are made to cover delinquent payments or the subordination of another class of certificates fully offsets the effects of any such delinquency or default. Additionally, the courts of any state may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the action unconscionable. THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS.......... Most of the borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek S-29 legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally do not have personal assets and creditworthiness at stake. The terms of the mortgage loans generally require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers are not required to observe all covenants and conditions that typically are required in order for them to be viewed under standard rating agency criteria as "special purpose entities." In addition, certain mortgage loans may not have borrower principals. In general, borrowers' organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or properties and limit the borrowers' ability to incur additional indebtedness. These provisions are designed to mitigate the possibility that the borrowers' financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the mortgagee to enforce its rights and remedies under the related mortgage. Many of the borrowers are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be: o operating entities with businesses distinct from the operation of the 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 provide assurances that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member. Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available S-30 to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates. In this respect, 16 sets containing, in the aggregate, 40 mortgage loans and representing 22.2% of the initial pool balance, are made to affiliated borrowers. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the accompanying prospectus. In addition, with respect to 17 mortgage loans, representing 7.2% of the initial pool balance, the borrowers own the related mortgaged property as tenants in common. These mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS......... Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the commencement or continuation of a foreclosure action and delay the sale of the real property owned by that borrower. 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 mortgagee from foreclosing on the mortgaged property (subject to certain protections available to the mortgagee). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-value of the mortgaged property, which action would make the mortgagee a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) otherwise alter the mortgage loan's repayment schedule. Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower's trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the securitization trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy. Under federal bankruptcy law, the mortgagee will be stayed from enforcing a borrower's assignment of rents S-31 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 may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses. As a result of the foregoing, the trustee's recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. Certain mortgage loans may have sponsors that have previously filed for bankruptcy protection, which in some cases may have involved the same property that currently secures the mortgage loan. In each case, the related entity or person has emerged from bankruptcy. However, we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related loan documents. ADDITIONAL COMPENSATION TO THE SERVICER WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS........ To the extent described in this prospectus supplement, the master servicer, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred through the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and interest, a mortgage loan will be specially serviced and the special servicer will be entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the special servicer may lead to shortfalls in amounts otherwise distributable on your certificates. LIQUIDITY FOR CERTIFICATES MAY BE LIMITED................... Your certificates will not be listed on any securities exchange or traded on the NASDAQ Stock Market, and there is currently no secondary market for your certificates. While the underwriters currently intend to make a secondary market in the offered certificates, they are not obligated to do so. Accordingly, you may not have an active or liquid secondary market for your certificates. S-32 Lack of liquidity could result in a substantial decrease in the market value of your certificates. Many other factors may affect the market value of your certificates including the then-prevailing interest rates. MORTGAGE LOAN REPAYMENTS AND PREPAYMENTS WILL AFFECT PAYMENT.......... As principal payments or prepayments are made on a mortgage loan that is part of a pool of mortgage loans, the pool will be subject to more concentrated risks with respect to the diversity of mortgaged properties, types of mortgaged properties and number of borrowers, as described in this prospectus supplement. Classes of certificates that have a later sequential designation or a lower payment priority are more likely to be exposed to this concentration risk than are classes with an earlier sequential designation or a higher priority. This is the case because principal on the offered certificates is generally payable in sequential order, and no class entitled to distribution of principal generally receives principal until the principal amount of the preceding class or classes entitled to receive principal have been reduced to zero. SUBORDINATION CREATES SPECIAL CONSIDERATIONS FOR INVESTORS IN SUBORDINATE OFFERED CERTIFICATES.................. As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 or Class XW Certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans (other than with respect to the subordinate components of the KC Pari Passu Note A-1 Component Mortgage Loan) will be subordinated to those of the holders of the offered certificates with an earlier sequential designation. With respect to the KC Pari Passu Note A-1 Component Mortgage Loan, the rights of the holders of the Class KC Certificates to receive distributions of amounts collected on or in respect of the KC Pari Passu Note A-1 Component Mortgage Loan will be subordinated to those of the holders of the REMIC II Certificates. In addition, with respect to the KC Pari Passu Note A-1 Subordinate Components, the rights of the holders of the Class KC Certificates (other than the Class KC-A Certificates) to receive distributions of amounts collected or advanced on or in respect of the KC Pari Passu Note A-1 Subordinate Components will be subordinated to those of the holders of the Class KC Certificates with an earlier alphabetical designation. GRACE PERIODS UNDER THE MORTGAGE LOANS MAY IMPACT THE MASTER SERVICER'S OBLIGATION TO ADVANCE.................... The mortgage loans have grace periods for monthly payments ranging from zero to 11 days; provided, however, certain states by statute may override the terms of some S-33 mortgage loans and increase such grace periods. In some cases, such grace periods may run past the determination date. If borrowers pay at the end of such grace periods rather than on the due dates for such monthly payments, the master servicer will be required to make an advance for such monthly payment (and monthly servicing reports will show significant advances as a result) even though the borrower is not technically delinquent under the terms of its mortgage loan. No interest will accrue on these advances made by the master servicer until after the end of the related grace period. For purposes of the foregoing discussions, a grace period is the number of days before a late payment charge is due on a mortgage loan, which may be different from the date an event of default would occur under the mortgage loan. RISKS TO THE MORTGAGED PROPERTIES RELATING TO TERRORIST ATTACKS AND FOREIGN CONFLICTS............ On September 11, 2001, the United States was subjected to multiple terrorist attacks which resulted in considerable uncertainty in the world financial markets. The terrorist attacks on the World Trade Center and the Pentagon suggest an increased likelihood that large public areas such as shopping malls or large office buildings could become the target of terrorist attacks in the future. The possibility of such attacks could (i) lead to damage to one or more of the mortgaged properties if any such attacks occur, (ii) result in higher costs for insurance premiums or make terrorism coverage unobtainable or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue and mall traffic and percentage rent. As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected. In addition, the United States is engaged in continuing military operations in Iraq, Afghanistan and elsewhere. It is uncertain what effect these operations will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments. The full impact of these events is not yet known but could include, among other things, increased volatility in the price of securities including the certificates. The terrorist attacks may also adversely affect the revenues or costs of operation of the mortgaged properties. With respect to shopping patterns, such events have significantly reduced air travel throughout the United States and, therefore, have had a negative effect on revenues in areas heavily dependent on tourism. The decrease in air travel may have a negative effect on certain of the mortgaged properties that are dependent on tourism or that are located in areas heavily dependent on tourism which could reduce the ability of the affected mortgaged properties to generate cash flow. The attacks also could result in higher costs for insurance or for security, particularly for larger properties. See S-34 "--Property Insurance May Not Protect Your Certificates from Loss in the Event of Casualty or Loss" below. Accordingly, these disruptions, uncertainties and costs could materially and adversely affect your investment in the certificates. RISKS RELATED TO THE MORTGAGE LOANS RISKS ASSOCIATED WITH COMMERCIAL LENDING MAY BE DIFFERENT THAN THOSE FOR RESIDENTIAL LENDING...................... The mortgaged properties consist solely of multifamily rental and commercial properties. Commercial and multifamily lending is generally viewed as exposing a lender to a greater risk of loss than residential one to four family lending because it usually involves larger loans to a single borrower or a group of related borrowers. The repayment of a commercial or multifamily loan is typically dependent upon the ability of the applicable property to produce cash flow through the collection of rents or other operating revenues. Even the liquidation value of a commercial property is determined, in substantial part, by the capitalization of the property's cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the loan at any given time. The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the mortgaged properties themselves, such as: o the age, design and construction quality of the properties; o perceptions regarding the safety, convenience and attractiveness of the properties; o the proximity and attractiveness of competing properties; o the adequacy of the property's management and maintenance; o increases in operating expenses; o an increase in the capital expenditures needed to maintain the properties or make improvements; o dependence upon a single tenant and concentration of tenants in a particular business; o a decline in the financial condition of a major tenant; o an increase in vacancy rates; o a decline in rental rates as leases are renewed or entered into with new tenants; S-35 o dependence on governmental programs that provide rental subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties to influence tenant mobility; o dependence upon rent control or rent stabilization laws; and o dependence upon governmental assistance programs and/or rent subsidies. Other factors are more general in nature, such as: o national, regional or local economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates; o local real estate conditions, such as an oversupply of retail space, office space or multifamily housing; o demographic factors; o changes or continued weakness in specific industry segments; o the public perception of safety for customers and clients; o consumer confidence; o consumer tastes and preferences; o retroactive changes in building codes; o conversion of a property to an alternative use; o new construction in the market; and o number and diversity of tenants. The volatility of net operating income will be influenced by many of the foregoing factors, as well as by: o the length of tenant leases; o the creditworthiness of tenants; o in the case of rental properties, the rate at which new rentals occur; o lease termination, rent abatement/offset, co-tenancy or exclusivity provisions of tenant leases; o tenant defaults; o the property's "operating leverage" which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants; and o in the case of government sponsored tenants, the right of the tenant in some instances to cancel a lease due to a lack of appropriations. S-36 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. As of the cut-off date the property types are as shown on the following table: % OF NUMBER OF INITIAL MORTGAGED POOL PROPERTY TYPE PROPERTIES BALANCE - -------------------------------- ------------ ---------- Commercial ................... 876 76.4% Multifamily .................. 41 21.9 Manufactured Housing ......... 2 1.7 --- ----- TOTAL ........................ 919 100.0% === ===== Lending on commercial properties and manufactured housing is generally perceived as involving greater risk than lending on the security of multifamily residential properties. Certain types of commercial, multifamily and manufactured housing properties are exposed to particular kinds of risks. See "Risk Factors--Risks Related to the Mortgage Loans--Particular Property Types Present Special Risks" for risks particular to "--Office Properties", "--Multifamily Properties", "--Retail Properties," "--Hotel Properties", "--Other Properties", "--Self Storage Properties", "--Manufactured Housing Properties", and "--Industrial and Warehouse Properties" in this prospectus supplement. POOR PROPERTY MANAGEMENT WILL LOWER THE PERFORMANCE OF THE RELATED MORTGAGED PROPERTY... The successful operation of a real estate project depends upon the property manager's performance and viability. The property manager is responsible for: o responding to changes in the local market; o planning and implementing the rental structure; o operating the property and providing building services; o managing operating expenses; and o assuring that maintenance and capital improvements are carried out in a timely fashion. Properties deriving revenues primarily from short-term sources, such as short-term or month-to-month leases, are generally more management intensive than properties leased to creditworthy tenants under long-term leases. Good management, by controlling costs, providing services to tenants and seeing to property maintenance and upkeep, can, in some cases, improve cash flow, reduce vacancy, leasing and repair costs and preserve S-37 property value. Poor management could impair short-term cash flow and the long-term viability of a property. We make no representation or warranty as to the skills of any present or future managers. Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements. Furthermore, we cannot assure you that the mortgaged properties will not have related management which in the event that a related management company is incapable of performing its duties may affect one or more sets of mortgaged properties. We also cannot assure you that the mortgaged properties will not be self-managed by the related borrower, in which case such self-management or affiliated management may make it more difficult to monitor the property management, replace that borrower as property manager in the event that the borrower's management is detrimentally affecting the property or ensure that the borrower provides all information necessary to manage the mortgaged property to a replacement property manager in the event that the borrower is replaced as property manager. BALLOON LOANS MAY PRESENT GREATER RISKS THAN FULLY AMORTIZING LOANS............... The mortgage loans have the amortization characteristics set forth in the following table: % OF NUMBER OF INITIAL MORTGAGE POOL TYPE OF AMORTIZATION LOANS BALANCE - ------------------------------------------------- ----------- ---------- Balloon loans ................................. 81 38.2% Partial Interest Only, Balloon loans .......... 63 36.9 Interest Only loans ........................... 15 14.3 Interest Only, Hyper Am loans ................. 1 9.5 Partial Interest Only, Hyper Am loans ......... 1 0.9 Hyper Am loans ................................ 1 0.1 Fully Amortizing loans ........................ 1 0.1 -- ----- TOTAL ......................................... 163 100.0% === ===== One hundred twenty-seven of the mortgage loans representing in the aggregate 65.8% of the initial pool balance, will have balloon payments due during the period from September 1, 2012 through November 1, 2015. Mortgage loans with balloon payments or substantial scheduled principal balances involve a greater risk to the mortgagee than fully amortizing loans, because the borrower's ability to repay a mortgage loan on its maturity date or anticipated repayment date typically will depend upon its ability either to refinance the loan or to sell the related mortgaged property at a price sufficient to permit repayment. In addition, fully amortizing mortgage loans which accrue interest on an "actual/360" basis but have fixed monthly payments, may, in fact, have a small balloon payment due at maturity. Circumstances that will S-38 affect the ability of the borrower to accomplish either of these goals at the time of attempted sale or refinancing include: o the prevailing mortgage rates; o the fair market value of the property; o the borrower's equity in the related property; o the financial condition of the borrower; o the operating history of the property and occupancy levels of the property; o reduction in applicable government assistance/rent subsidy programs; o tax laws; o prevailing general and regional economic conditions; and o the availability of, and competition for, credit for multifamily or commercial properties, as the case may be. We cannot assure you that each borrower will have the ability to repay the remaining principal balance on the pertinent date. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans" and "--Additional Mortgage Loan Information" in this prospectus supplement and "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Increased Risk of Default Associated with Balloon Payments" in the accompanying prospectus. The availability of funds in the mortgage and credit markets fluctuates over time. None of the mortgage loan sellers, none of the parties to the pooling and servicing agreement, and no third party is obligated to refinance any mortgage loan. PARTICULAR PROPERTY TYPES PRESENT SPECIAL RISKS: OFFICE PROPERTIES............. Office properties secure 43 of the mortgage loans, representing 38.6% of the initial pool balance. A large number of factors may adversely affect the value of office properties, including: o the number and quality of an office building's tenants; o the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, access to transportation and ability to offer certain amenities, such as sophisticated building systems); o the desirability of the area as a business location; S-39 o the strength and nature of the local economy (including labor costs and quality, tax environment and quality of life for employees); o an adverse change in population, patterns of telecommuting or sharing of office space; o local competitive conditions, including the supply of office space or the existence or construction of new competitive office buildings; o quality of management; o changes in population and employment affecting the demand for office space; o properties not equipped for modern business becoming functionally obsolete; and o declines in the business of tenants, especially single tenanted property. In addition, there may be significant costs associated with tenant improvements, leasing commissions and concessions in connection with reletting office space. Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of property. Included in the office properties referenced above are eight medical office properties representing 2.0% of the initial pool balance as of the cut-off date. The performance of a medical office property may depend on the proximity of such property to a hospital or other health care establishment and on reimbursements for patient fees from private or government-sponsored insurance companies. The sudden closure of a nearby hospital may adversely affect the value of a medical office property. In addition, the performance of a medical office property may depend on reimbursements for patient fees from private or government-sponsored insurers and issues related to reimbursement (ranging from non-payment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged properties. Moreover, medical office properties appeal to a narrow market of tenants and the value of a medical office property may be adversely affected by the availability of competing medical office properties. MULTIFAMILY PROPERTIES........ Multifamily properties secure 40 of the mortgage loans, representing 21.9% of the initial pool balance. Several factors may adversely affect the value and successful operation of a multifamily property, including: o the physical attributes of the apartment building (e.g., its age, appearance and construction quality); S-40 o the location of the property (e.g., a change in the neighborhood over time); o the ability and willingness of management to provide adequate maintenance and insurance; o the types of services or amenities the property provides; o the property's reputation; o the level of mortgage interest rates (which may encourage tenants to purchase rather than lease housing); o the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or personnel from a local military base; o the presence of competing properties; o dependence on governmental programs that provide rental subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties to influence tenant mobility; o adverse local or national economic conditions which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels; and o state and local regulations, such as rent control or rent stabilization, which may affect the building owner's ability to increase rent to market rent for an equivalent apartment. Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions and restrictions on a resident's choice of unit vendors. Apartment building owners have been the subject of suits under state "Unfair and Deceptive Practices Acts" and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, there are provisions that limit the bases on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner's building. In addition to state regulation of the landlord-tenant relationship, numerous counties and municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or S-41 to increases determined through mediation or binding arbitration. Any limitations on a borrower's ability to raise property rents may impair such borrower's ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property. Certain of the mortgage loans are secured by mortgaged properties that are eligible (or become eligible in the future) for and have received low income housing tax credits pursuant to Section 42 of the Internal Revenue Code in respect of various units within the mortgaged property or have tenants that rely on rent subsidies under various government-funded programs, including the Section 8 Tenant-Based Assistance Rental Certificate Program of the United States Department of Housing and Urban Development. We can give you no assurance that such programs will be continued in their present form or that the level of assistance provided will be sufficient to generate enough revenues for the related borrower to meet its obligations under the related mortgage loans. Certain of the mortgage loans are secured or may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants, in respect of various units within the mortgaged properties. In this respect, one multifamily property, which secures one mortgage loan representing 0.4% of the initial pool balance, is subject to California rent control laws. In addition, certain tenants of multifamily properties may be month-to-month or at-will tenants. Student housing facilities 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; RETAIL PROPERTIES............. Retail properties secure 39 of the mortgage loans, representing 15.7% of the initial pool balance. Several factors may adversely affect the value and successful operation of a retail property, including: o changes in consumer spending patterns, local competitive conditions (such as the supply of retail space or the existence or construction of new competitive shopping centers or shopping malls); S-42 o alternative forms of retailing (such as direct mail, video shopping networks and internet web sites which reduce the need for retail space by retail companies); o the quality and philosophy of management; o the safety, convenience and attractiveness of the property to tenants and their customers or clients; o the public perception of the safety of customers at shopping malls and shopping centers; o the need to make major repairs or improvements to satisfy the needs of major tenants; and o traffic patterns and access to major thoroughfares. The general strength of retail sales also directly affects retail properties. The retailing industry is currently undergoing consolidation due to many factors, including growth in discount and alternative forms of retailing. If the sales by tenants in the mortgaged properties that contain retail space were to decline, the rents that are based on a percentage of revenues may also decline, and tenants may be unable to pay the fixed portion of their rents or other occupancy costs. The cessation of business by a significant tenant can adversely affect a retail property, not only because of rent and other factors specific to such tenant, but also because significant tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at such property. In addition, certain tenants at retail properties may be entitled to terminate their leases if an anchor tenant fails to renew or terminates its lease, becomes the subject of a bankruptcy proceeding or ceases operations at such property. The presence or absence of an "anchor tenant" or a "shadow anchor" in or near a shopping center also can be important because anchors play a key role in generating customer traffic and making a shopping center desirable for other tenants. An "anchor tenant" is usually proportionately larger in size than most other tenants in the mortgaged property, is vital in attracting customers to a retail property and is located on the related mortgaged property. A "shadow anchor" is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property, but not on the mortgaged property, so as to influence and attract potential customers. S-43 The type of retail property is set forth in the following table: % OF NUMBER OF INITIAL MORTGAGE POOL TYPE OF RETAIL PROPERTY LOANS BALANCE --------------------------- ----------- ---------- Anchored ................ 23 13.2% Unanchored(1) ........... 12 1.9% Shadow Anchored ......... 4 0.6% ---------- (1) Includes one loan secured by one retail and one industrial property. If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. Certain of the tenants or anchor stores of the retail properties may have co-tenancy clauses and/or operating covenants in their leases or operating agreements which permit those tenants or anchor stores to cease operating under certain conditions, including, without limitation, certain other stores not being open for business at the mortgaged property or a subject store not meeting the minimum sales requirement under its lease. In addition, in the event that a "shadow anchor" fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. We cannot assure you that such space will be occupied or that the related mortgaged property will not suffer adverse economic consequences. One mortgage loan, Loan No. 43337 (representing 0.2% of the initial pool balance), is secured by both retail and industrial properties. HOTEL PROPERTIES.............. Hotel properties secure ten of the mortgage loans representing 11.4% of the initial pool balance. Various factors may adversely affect the economic performance of a hotel, including: o adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels); o the construction of competing hotels or resorts; o continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives; o a deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel; and o changes in travel patterns (including, for example, the decline in air travel following the terrorist attacks in New York City, the District of Columbia and S-44 Pennsylvania and the current military operations in Afghanistan and Iraq) caused by changes in access, energy prices, strikes, relocation of highways, construction of additional highways or other factors. Because hotel rooms generally are rented for short periods of time, the financial performance of hotels tends to be affected by adverse economic conditions and competition more quickly than other types of commercial properties. Moreover, the hotel and lodging industry is generally seasonal in nature and different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hotel property's room and restaurant revenues, occupancy levels, room rates and operating expenses. When applicable, the liquor licenses for most of the mortgaged properties are commonly held by affiliates of the mortgagors, unaffiliated managers and operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person. In the event of a foreclosure of a hotel property that holds a liquor license, the mortgagee or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay which could be significant. We cannot assure you that a new license could be obtained promptly or at all. The lack of a liquor license in a full-service hotel could have an adverse impact on the revenue from the related mortgaged property or on the hotel's occupancy rate. Hotels may be operated under franchise, management or operating agreements that may be terminated by the franchisor, manager or operator. It may be difficult to terminate a manager of a hotel after foreclosure of the related mortgage. OTHER......................... Child development center properties secure one of the mortgage loans, representing 5.5% of the initial pool balance as of the cut-off date. Several factors may adversely affect the value and successful operation of a child development center property, including: o the reputation, safety, convenience and attractiveness of the property to users; o the quality and philosophy of management; o the physical attributes of the child development center property (e.g., its age, appearance and layout); o management's ability to control enrollment growth and attrition; S-45 o competition in the tenant's marketplace from other child development centers and alternatives to child development centers; or o adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income) which may result in decreased demand. In addition, child development center properties may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. The liquidation value of any such child development center property consequently may be less than would be the case if the property were readily adaptable to changing consumer preferences for other uses. SELF-STORAGE PROPERTIES....... Self storage properties secure 19 of the mortgage loans, representing 3.4% of the initial pool balance. Self storage properties are considered vulnerable to competition, because both acquisition costs and break-even occupancy are relatively low. The conversion of self storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self storage properties becomes unprofitable due to: o decreased demand; o competition; o age of improvements; or o other factors affecting the borrower's ability to meet its obligations on the related mortgage loan; the liquidation value of that self storage mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than if the self storage property were readily adaptable to other uses. Tenant privacy, anonymity and efficient access may heighten environmental risks. No environmental assessment of a mortgaged property included an inspection of the contents of the self storage units included in the self storage properties and there is no assurance that all of the units included in the self storage properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future. MANUFACTURED HOUSING PROPERTIES.................... Manufactured housing properties secure two of the mortgage loans representing 1.7% of the initial pool balance. Significant factors determining the value of such properties are generally similar to the factors affecting the value of multifamily properties. In addition, these properties are special purpose properties that could not be readily converted to general residential, retail or office use. In fact, certain states also regulate changes in manufactured housing property and require that the S-46 landlord give written notice to its tenants a substantial period of time prior to any projected change. Consequently, if the operation of any of such properties becomes unprofitable such that the borrower becomes unable to meet its obligation on the related mortgage loan, the liquidation value of the related property may be substantially less, relative to the amount owing on the mortgage loan, than would be the case if such properties were readily adaptable to other uses. INDUSTRIAL AND WAREHOUSE PROPERTIES.......... Industrial and warehouse properties secure seven of the mortgage loans representing 1.6% of the initial pool balance. Among the significant factors determining the value of industrial and warehouse properties are: o the quality of tenants; o building design and adaptability (e.g., clear heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility and truck turning radius); and o the location of the property (e.g., proximity to supply sources and customers, availability of labor and accessibility to distribution channels). In addition, industrial and warehouse properties may be adversely affected by reduced demand for industrial and warehouse space occasioned by a decline in a particular industrial site or in a particular industry segment, and a particular industrial and warehouse property may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. One mortgage loan, Loan No. 43337 (representing 0.2% of the initial pool balance), is secured by both retail and industrial properties. AFFILIATIONS WITH A FRANCHISE OR HOTEL MANAGEMENT COMPANY PRESENT CERTAIN RISKS................ Ten mortgage loans are secured by one or more hotel properties, representing 11.4% of the initial pool balance. Except for Loan No. 20051342, representing 1.4% of the initial pool balance, all of the hotel properties are affiliated with a franchise or hotel management company through a franchise or management agreement. The performance of a hotel property affiliated with a franchise or hotel management company depends in part on: 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 S-47 o the duration of the franchise licensing or management agreements. Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable. Replacement franchises may require significantly higher fees. The transferability of a franchise license agreement is generally restricted. In the event of a foreclosure, the mortgagee or its agent may not have the right to use the franchise license without the franchisor's consent. Conversely, in the case of certain mortgage loans, the mortgagee may be unable to remove a franchisor or a hotel management company that it desires to replace following a foreclosure. SUBORDINATE FINANCING MAY MAKE RECOVERY DIFFICULT IN THE EVENT OF LOSS...................... The terms of certain mortgage loans permit or require the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee. Additionally, although the mortgage loans generally restrict the pledging of general partnership and managing member equity interests in a borrower subject to certain exceptions, the terms of the mortgages generally permit, subject to certain limitations, the pledging of less than a controlling portion of the limited partnership or non-managing membership equity interest in a borrower. Moreover, in general, any borrower that does not meet special purpose entity criteria may not be restricted in any way from incurring unsecured subordinate debt or mezzanine debt. Certain information about mezzanine debt that has been or may be incurred is as set forth in the following table: % OF NUMBER OF INITIAL MORTGAGE POOL TYPE OF MEZZANINE DEBT LOANS BALANCE ------------------------ ----------- ---------- Future ............... 19 29.5% Existing ............. 3 15.4 -- ---- TOTAL ................ 22 44.9% == ==== With respect to each mortgage loan that allows future mezzanine debt, such mortgage loan provides that the members of the borrower have the right to incur mezzanine debt under specified circumstances set forth in the related mortgage loan documents. With respect to all of the mortgage loans that have existing mezzanine debt, the mortgagee and the related mezzanine lender have entered into a mezzanine intercreditor agreement which S-48 sets forth the rights of the parties. Pursuant to such mezzanine intercreditor agreement, the mezzanine lender among other things (x) has agreed, under certain circumstances, not to enforce its rights to realize upon collateral securing the mezzanine loan or take any enforcement action with respect to the mezzanine loan without written confirmation from the rating agencies that such enforcement action would not cause the downgrade, withdrawal or qualification of the then current ratings of the certificates and (y) has subordinated the mezzanine loan documents to the related mortgage loan documents and has the option to purchase the related mortgage loan if such mortgage loan becomes defaulted or cure the default. Although the mortgage loans generally either prohibit the related borrower from encumbering the mortgaged property with additional secured debt or require the consent of the holder of the first lien prior to so encumbering such property, a violation of such prohibition may not become evident until the related mortgage loan otherwise defaults. In addition, the related borrower may be permitted to incur additional indebtedness secured by furniture, fixtures and equipment, and to incur additional unsecured indebtedness. When a mortgage loan borrower (or its constituent members) also has one or more other outstanding loans (even if subordinated unsecured loans or loans secured by property other than the mortgaged property), the trust is subjected to additional risk. The borrower may have difficulty servicing and repaying multiple loans. The existence of another loan generally will make it more difficult for the borrower to obtain refinancing of the mortgage loan or sell the related mortgaged property and may jeopardize the borrower's ability to make any balloon payment due at maturity or at the related anticipated repayment date. Moreover, the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property, which may in turn adversely affect the value of the mortgaged property. Certain information about additional debt that has been or may be incurred is as set forth in the following table: % OF NUMBER OF INITIAL MORTGAGE POOL TYPE OF ADDITIONAL DEBT(1) LOANS BALANCE -------------------------------- ----------- ---------- Future ....................... 30 31.6% Secured .................... 6 1.0% Unsecured(2) ............... 23 30.6% Secured or Unsecured ....... 1 0.0% Existing ..................... 4 16.1% Secured .................... 1 0.7% Unsecured(2) ............... 1 0.5% Secured or Unsecured ....... 2 15.0% ---------- (1) Future and Existing Debt includes Mezzanine Debt. (2) Excludes unsecured trade payables. S-49 Certain information about the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan and the KC Pari Passu Note A-1 Component Mortgage Loan is set forth in the following table: PRINCIPAL BALANCE AS OF THE CUT-OFF NAME DATE ---------------------------------------------------- --------------- 277 Park Avenue Whole Loan ......................... $500,000,000 277 Park Avenue Pari Passu Note A-1 Mortgage Loan ............................................ $260,000,000 277 Park Avenue Pari Passu Note A-2 Mortgage Loan ............................................ $240,000,000 KinderCare Portfolio Whole Loan .................... $650,000,000 KC Pari Passu Note A-1 Component Mortgage Loan ............................................ $350,000,000 KC Pari Passu Note A-1 Senior Component ......... $150,000,000 KC Pari Passu Note A-1 Subordinate Components ..................................... $200,000,000 KinderCare Portfolio Pari Passu Note A-2 ......... $150,000,000 KinderCare Portfolio Pari Passu Note A-3 ......... $150,000,000 See "Description of the Mortgage Pool--277 Park Avenue Whole Loan" and "--KinderCare Portfolio Whole Loan" in this prospectus supplement for a description of the split loan structures. Also, although only the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, and the KC Pari Passu Note A-1 Component Mortgage Loan are included in the trust fund, the related borrowers are still obligated to make interest and principal payments on the entire amount of such mortgage loans. Additionally, if the borrower (or its constituent members) defaults on the mortgage loan and/or any other loan, actions taken by other lenders such as a foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the trust, including the mortgaged property, or stay the trust's ability to foreclose during the course of the bankruptcy case. The bankruptcy of another lender also may operate to stay foreclosure by the trust. The trust may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation. See "Certain Legal Aspects of Mortgage Loans --Subordinate Financing" in the accompanying prospectus. We make no representation as to whether any other subordinate financing encumbers any mortgaged property, any borrower has incurred material unsecured debt other than trade payables in the ordinary course of business, or any third party holds debt secured by a pledge of an equity interest in a borrower. For further information, see "Description of the Mortgage Pool--Additional Mortgage Loan Information-- Additional Financing" in this prospectus supplement. S-50 YOUR INVESTMENT IS NOT INSURED OR GUARANTEED................... The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise. The mortgage loans are generally non-recourse loans. If a default occurs under any mortgage loan, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the loan. Payment prior to maturity is consequently dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity is primarily dependent upon the market value of the mortgaged property or the borrower's ability to refinance the property. The depositor has not undertaken an evaluation of the financial condition of any borrower. ADVERSE ENVIRONMENTAL CONDITIONS MAY REDUCE CASH FLOW FROM A MORTGAGED PROPERTY........... The trust could become liable for a material adverse environmental condition at an underlying real property. Any such potential liability could reduce or delay payments on the offered certificates. In addition, problems associated with mold may pose risks to the mortgaged properties and may also be the basis for personal injury claims against a borrower. Although the mortgaged properties are required to be inspected periodically, there is no generally accepted standard for the assessment of mold. If left unchecked, the growth of mold could result in the interruption of cash flow, litigation and/or remediation expenses, each of which could adversely impact collections from a mortgaged property. In addition, many of the insurance policies presently covering the mortgaged properties may specifically exclude losses due to mold. All of the mortgaged properties were subject to environmental site assessments in connection with origination, including Phase I site assessments or updates of previously performed Phase I site assessments, had a transaction screen performed in lieu of a Phase I site assessment or were required to have environmental insurance in lieu of an environmental site assessment. In some cases, Phase II site assessments also have been performed. Although those assessments involved site visits and other types of review, we cannot assure you that all environmental conditions and risks were identified. The environmental investigations described above, as of the date of the report relating to the environmental investigation, did not reveal any material violation of applicable environmental laws with respect to any known circumstances or conditions concerning the related mortgaged property, or, if the environmental investigation report revealed any such circumstances or conditions with S-51 respect to the related mortgaged property, then-- o the circumstances or conditions were subsequently remediated in all material respects; or o generally, with certain exceptions, one or more of the following was the case: 1. a party not related to the related borrower was identified as a responsible party for such conditions or circumstances; 2. the related borrower was required to provide additional security and/or obtain and, for the period contemplated by the related mortgage loan documents, maintain an operations and maintenance plan; 3. the related borrower provided a "no further action" letter or other evidence that applicable federal, state or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such conditions or circumstances; 4. such conditions or circumstances were investigated further and based upon such additional investigation, an environmental consultant recommended no further investigation or remediation; 5. the expenditure of funds reasonably estimated to be necessary to effect such remediation was the lesser of (a) an amount equal to 10 percent of the outstanding principal balance of the related mortgage loan and (b) two million dollars; 6. an escrow of funds exists reasonably estimated to be sufficient for purposes of effecting such remediation; 7. the related borrower or other responsible party is currently taking such actions, if any, with respect to such circumstances or conditions as have been required by the applicable governmental regulatory authority; 8. the related mortgaged property is insured under a policy of insurance, subject to certain per occurrence and aggregate limits and a deductible, against certain losses arising from such circumstances and conditions; or 9. a responsible party provided a guaranty or indemnity to the related borrower to cover the costs of any required investigation, testing, monitoring or remediation. In some cases, the environmental consultant did not recommend that any action be taken with respect to a S-52 potential adverse environmental condition at a mortgaged property securing a mortgage loan that we intend to include in the trust fund because a responsible party with respect to that condition had already been identified. We cannot assure you, however, that such a responsible party will be financially able to address the subject condition or compelled to do so. Furthermore, any particular environmental testing may not have covered all potential adverse conditions. For example, testing for lead-based paint, lead in water and radon was done only if the use, age and condition of the subject property warranted that testing. We cannot assure you that-- o the environmental testing referred to above identified all material adverse environmental conditions and circumstances at the subject properties; o the recommendation of the environmental consultant was, in the case of all identified problems, the appropriate action to take; o any of the environmental escrows established with respect to any of the mortgage loans that we intend to include in the trust fund will be sufficient to cover the recommended remediation or other action; or o an environmental insurance policy will cover all or part of a claim asserted against it because such policies are subject to various deductibles, terms, exclusions, conditions and limitations, and have not been extensively interpreted by the courts. THE BENEFITS PROVIDED BY CROSS-COLLATERALIZATION MAY BE LIMITED...................... As described under "Description of the Mortgage Pool--General" in this prospectus supplement, the mortgage pool includes the sets of cross-collateralized mortgage loans as set forth in the following table: % OF NUMBER OF INITIAL LOAN NUMBERS OF MORTGAGE POOL CROSSED LOANS LOANS BALANCE -------------------------------------- ----------- -------- 57834, 57835, 57837, 57887 ......... 4 1.0% 59005, 59006 ....................... 2 0.4 58888, 58889 ....................... 2 0.3 12138, 13664 ....................... 2 0.3 -- --- TOTAL .............................. 10 2.0% == === Cross-collateralization arrangements may be terminated with respect to some sets of mortgage loans under the terms of the related mortgage loan documents. Cross- collateralization arrangements seek to reduce the risk that the inability of one or more of the mortgaged properties securing any such set of cross-collateralized mortgage loans (or any such mortgage loan with multiple notes and/or mortgaged properties) to generate net S-53 operating income sufficient to pay debt service will result in defaults and ultimate losses. Cross-collateralization arrangements involving more than one borrower could be challenged as fraudulent conveyances by creditors of the related borrower in an action brought outside a bankruptcy case or, if such borrower were to become a debtor in a bankruptcy case, by the borrower's representative. A lien granted by such a borrower entity could be avoided if a court were to determine that: o such borrower was insolvent when granting the lien, was rendered insolvent by the granting of the lien or was left with inadequate capital, or was not able to pay its debts as they matured; and o such borrower did not receive fair consideration or reasonably equivalent value when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by such borrower from the respective mortgage loan proceeds, as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could: o subordinate all or part of the pertinent mortgage loan to existing or future indebtedness of that borrower; o recover payments made under that mortgage loan; or o take other actions detrimental to the holders of the certificates, including, under certain circumstances, invalidating the mortgage loan or the mortgages securing such cross-collateralization. MORTGAGE LOANS TO RELATED BORROWERS AND CONCENTRATIONS OF RELATED TENANTS MAY RESULT IN MORE SEVERE LOSSES ON YOUR CERTIFICATES... Certain sets of borrowers under the mortgage loans are affiliated or under common control with one another. However, no group of affiliated borrowers are obligors on mortgage loans representing more than 6.5% of the initial pool balance. In addition, tenants in certain mortgaged properties also may be tenants in other mortgaged properties, and certain tenants may be owned by affiliates of the borrowers or otherwise related to or affiliated with a borrower. There are also several cases in which a particular entity is a tenant at multiple mortgaged properties, and although it may not be a significant tenant (as described in Annex A1 to this prospectus supplement) at any such mortgaged property, it may be significant to the successful performance of such mortgaged properties. Additionally, in certain cases a management company may manage more than one mortgaged property. S-54 In such circumstances, any adverse circumstances relating to a borrower or tenant or a respective affiliate and affecting one of the related mortgage loans or mortgaged properties could arise in connection with the other related mortgage loans or mortgaged properties. In particular, the bankruptcy or insolvency of any such borrower or tenant or respective affiliate could have an adverse effect on the operation of all of the related mortgaged properties and on the ability of such related mortgaged properties to produce sufficient cash flow to make required payments on the related mortgage loans. For example, if a person that owns or directly or indirectly controls several mortgaged properties experiences financial difficulty at one mortgaged property, it could defer maintenance at one or more other mortgaged properties in order to satisfy current expenses with respect to the mortgaged property experiencing financial difficulty. That person could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting monthly payments for an indefinite period on all the related mortgage loans. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the accompanying prospectus. In addition, a number of the borrowers under the mortgage loans are limited or general partnerships. Under certain circumstances, the bankruptcy of the general partner in a partnership may result in the dissolution of such partnership. The dissolution of a borrower partnership, the winding-up of its affairs and the distribution of its assets could result in an acceleration of its payment obligations under the related mortgage loan. THE GEOGRAPHIC CONCENTRATION OF MORTGAGED PROPERTIES MAY ADVERSELY AFFECT PAYMENT ON YOUR CERTIFICATES................. A concentration of mortgaged properties in a particular state or region increases the exposure of the mortgage pool to any adverse economic developments that may occur in such state or region, conditions in the real estate market where the mortgaged properties securing the related mortgage loans are located, changes in governmental rules and fiscal polices, acts of nature, including floods, tornadoes and earthquakes (which may result in uninsured losses and which may cause adverse impacts to a mortgaged property directly or indirectly by disrupting travel patterns and/or the area's economy), and other factors which are beyond the control of the borrowers. The geographic concentration of the mortgaged properties relating to 5.0% or more of the initial balance as of the cut-off date is as set forth in the following table: S-55 NUMBER OF AGGREGATE % OF MORTGAGED CUT-OFF DATE INITIAL POOL LOCATION PROPERTIES BALANCE(1) BALANCE -------------------- ------------ -------------- ------------- California ........ 91 $555,850,115 20.3% Southern(2) ..... 57 $494,838,200 18.0% Northern(2) ..... 34 $ 61,011,915 2.2% New York .......... 17 $441,870,496 16.1% Texas ............. 91 $312,424,982 11.4% ---------- (1) Because this table represents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (generally allocating the mortgage loan principal amount to each of those mortgaged properties by appraised values of the mortgaged properties if not otherwise specified in the related note or loan agreement). Those amounts are set forth in Annex A1 to this prospectus supplement. (2) Northern California mortgaged properties have a zip code greater than or equal to 93600. Southern California mortgaged properties have a zip code less than 93600. The remaining mortgaged properties are located throughout 38 other states and the District of Columbia, with no more than 4.6% of the initial pool balance secured by mortgaged properties located in any such jurisdiction. CERTAIN LOCATION-SPECIFIC CONSIDERATIONS -- CALIFORNIA.................... Ninety-one of the mortgaged properties, representing 20.3% of the initial pool balance are located in California. Mortgage loans secured by mortgaged properties located in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee's sale under a specific provision in the deed of trust or by judicial foreclosure. Public notice of either the trustee's sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged property may be sold by the trustee, if foreclosed pursuant to the trustee's power of sale or by a court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor in interest may, for a period of up to one year, redeem the property. California's "one action rule" requires the mortgagee to exhaust the security afforded under the deed of trust by foreclosure in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property. See "Risk Factors--Risks Related to the Mortgage Loans--One-Action Rules May Limit Remedies" in this prospectus supplement. California case law has held that acts such as an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan. Other statutory provisions in California limit any deficiency judgment S-56 (if otherwise permitted) against the borrower following a foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust, the mortgagee is precluded from seeking a deficiency judgment from the related borrower or, under certain circumstances, guarantors. California statutory provisions regarding assignments of rents and leases require that a mortgagee whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the mortgagee's right to have a receiver appointed under certain circumstances. CERTAIN LOCATION-SPECIFIC CONSIDERATIONS -- NEW YORK... Seventeen of the mortgaged properties, representing 16.1% of the initial pool balance, are located in New York. New York law requires a mortgagee to elect either a foreclosure action or a personal action against the borrower, and to exhaust the security under the mortgage, or exhaust its personal remedies against the borrower, before it may bring the other such action. The practical effect of the election requirement is that lenders will usually proceed first against the security rather than bringing personal action against the borrower. Other statutory provisions limit any deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a 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. CERTAIN LOCATION-SPECIFIC CONSIDERATIONS -- TEXAS...... Ninety-one of the mortgaged properties, representing 11.4% of the initial pool balance, are located in 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 S-57 successful, right of offset) that the fair market value of the property at the time of foreclosure was greater than the foreclosure bid. However, the availability of a deficiency judgment is limited in the case of a mortgage loan because of the limited nature of its recourse liabilities. MORTGAGE LOANS WITH HIGHER THAN AVERAGE PRINCIPAL BALANCES MAY CREATE MORE RISK OF LOSS..... Concentrations in a pool of mortgage loans with larger than average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of such pool were more evenly distributed. In this regard: o with respect to 36 mortgage loans, representing 71.1% of the initial pool balance, the cut-off date balances are higher than the average cut-off date balance; o The largest single mortgage loan, by cut-off date balance, represents approximately 9.5% of the initial pool balance, and the largest set of cross-collateralized mortgage loans represents in the aggregate approximately 1.0% of the initial pool balance; and o the ten largest mortgage loans have cut-off date balances that represent in the aggregate 43.3% of the initial pool balance. CHANGES IN CONCENTRATION MAY SUBJECT YOUR CERTIFICATES TO GREATER RISK OF LOSS......... As payments in respect of principal (including payments in the form of voluntary principal prepayments, liquidation proceeds (as described in this prospectus supplement) and the repurchase prices for any mortgage loans repurchased due to breaches of representations or warranties) are received with respect to the mortgage loans, the remaining mortgage loans as a group may exhibit increased concentration with respect to the type of properties, property characteristics, number of borrowers and affiliated borrowers and geographic location. Because principal on the certificates (other than the Class XW, Class V, Class R-I and Class R-II Certificates) is generally payable in sequential order, classes that have a lower priority with respect to the payment of principal are relatively more likely to be exposed to any risks associated with changes in concentrations. PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES PRESENT SPECIAL RISKS................ As of the Cut-off Date, 138 mortgage loans, representing 84.6% of the initial pool balance, are subject to an initial lockout period after which defeasance is permitted. In addition, 22 mortgage loans, representing 10.2% of the initial pool balance, are subject to an initial lockout period after which prepayment subject to the greater of a yield S-58 maintenance charge or a 1% prepayment premium is permitted. In addition, one mortgage loan, representing 4.6% of the initial pool balance, is not subject to an initial lockout period but permits prepayment subject to the greater of a yield maintenance charge or a 1% prepayment premium for an initial period of time after which defeasance is permitted. In addition, one mortgage loan, representing 0.5% of the initial pool balance, is subject to an initial lockout period after which prepayment subject to the greater of a yield maintenance charge or a 1% prepayment premium is permitted for a period of time after which the choice of defeasance or yield maintenance is permitted. In addition, one mortgage loan, representing 0.1% of the initial pool balance, is subject to an initial lockout period after which defeasance is permitted for a period of time after which the choice of yield maintenance or defeasance is permitted. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. Any prepayment premiums or yield maintenance charges actually collected on the remaining mortgage loans, which generally permit voluntary prepayments during particular periods and, depending on the period, require the payment of a prepayment premium or yield maintenance charge with such prepayment, will be distributed among the respective classes of certificates in the amounts and in accordance with the priorities described in this prospectus supplement under "Description of the Certificates--Distributions--Distributions of Prepayment Premiums" in this prospectus supplement. The depositor, however, makes no representation as to the collectibility of any prepayment premium or yield maintenance charge. See "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the accompanying prospectus. See "Description of the Mortgage Pool-- Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions", "Servicing of the Mortgage Loans--Defaulted Mortgage Loans; Purchase Option" and "Description of the Certificates--Termination" in this prospectus supplement. Generally, provisions requiring prepayment premiums or yield maintenance charges may not be enforceable in some states and under federal bankruptcy law. Those provisions also may constitute interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a prepayment premium or yield S-59 maintenance charge will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable prepayment premium or yield maintenance charge. Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as requiring a prepayment premium or yield maintenance charge. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable or usurious under applicable law. We also note the following with respect to prepayment premiums and yield maintenance charges: o liquidation proceeds (as described in this prospectus supplement) recovered in respect of any defaulted mortgage loan will, in general, be applied to cover outstanding advances prior to being applied to cover any prepayment premium or yield maintenance charge due in connection with the liquidation of such mortgage loan; o the special servicer may waive a prepayment premium or yield maintenance charge in connection with obtaining a pay-off of a defaulted mortgage loan; o no prepayment premium or yield maintenance charge will be payable in connection with any repurchase of a mortgage loan resulting from a material breach of representation or warranty or a material document defect by the related mortgage loan seller; o no prepayment premium or yield maintenance charge will be payable in connection with the purchase of all of the mortgage loans and any REO properties by the special servicer, master servicer or any holder or holders of certificates evidencing a majority interest in the controlling class in connection with the termination of the trust; o no prepayment premium or yield maintenance charge will be payable in connection with the purchase of defaulted mortgage loans by the master servicer, special servicer, the Class KC Certificateholders (with respect to the KC Pari Passu Note A-1 Component Mortgage Loan), any mezzanine lender or any holder or holders of certificates evidencing a majority interest in the controlling class; and o in general, no prepayment premium or yield maintenance charge is payable with respect to a prepayment due to casualty or condemnation. See "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the accompanying prospectus. See "Description of the Mortgage Pool--Assignment of the Mortgage Loans; S-60 Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions", "Servicing of the Mortgage Loans--Defaulted Mortgage Loans; Purchase Option" and "Description of the Certificates--Termination" in this prospectus supplement. THE OPERATION OF A MORTGAGED PROPERTY UPON FORECLOSURE OF THE RELATED MORTGAGE LOAN MAY AFFECT TAX STATUS................... If the trust were to acquire a mortgaged property subsequent to a default on the related mortgage loan pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer would be required to retain an independent contractor to operate and manage the mortgaged property. Among other things, the independent contractor would not be permitted to perform construction work on the mortgaged property unless such construction generally was at least 10% complete at the time default on the related mortgage loan became imminent. In addition, any net income from such operation and management, other than qualifying "rents from real property" (as defined in Section 856(d) of the Internal Revenue Code of 1986, as amended), or any rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of building involved, will subject the trust fund to federal (and possibly state or local) tax on such income at the highest marginal corporate tax rate (currently 35%), thereby reducing net proceeds available for distribution to certificateholders. In addition, if the trust were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust may be required in certain jurisdictions, particularly in New York, to pay state or local transfer or excise taxes upon liquidation of such mortgaged properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders. PROPERTY VALUE MAY BE ADVERSELY AFFECTED EVEN WHEN CURRENT OPERATING INCOME IS NOT...... Various factors may adversely affect the value of a mortgaged property without affecting the property's current net operating income. These factors include, among others: o the existence of, or changes in, governmental regulations, fiscal policy, zoning or tax laws; o potential environmental legislation or liabilities or other legal liabilities; o the availability of refinancing; o changes in interest rate levels; and S-61 o reduction in, or loss of, real estate tax abatements, exemptions, tax incremental financing arrangements, or similar benefits. LEASEHOLD INTERESTS ARE SUBJECT TO TERMS OF THE LEASE........ Thirteen mortgage loans, representing 10.5% of the initial pool balance as of the cut-off date, are secured, in whole or in part, by a mortgage on a ground lease. Leasehold mortgages are subject to certain risks not associated with mortgage loans secured by the fee estate of the mortgagor. The most significant of these risks is that the lease may terminate if, among other reasons, the lessee breaches or defaults in its obligations under the lease or there is a bankruptcy of the lessee or the lessor. Accordingly, a leasehold mortgagee may lose the collateral securing its leasehold mortgage. In addition, although the consent of the lessor generally will not be required for foreclosure, the terms and conditions of a leasehold mortgage may be subject to the terms and conditions of the lease, and the rights of a lessee or a leasehold mortgagee with respect to, among other things, insurance, casualty and condemnation may be affected by the provisions of the lease. In Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003), the United States Court of Appeals for the Seventh Circuit 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. Generally, each related lease requires the lessor to give the mortgagee notice of the borrower's defaults under the lease and an opportunity to cure them; permits the leasehold interest to be assigned to the mortgagee or the purchaser at a foreclosure sale (in some cases only upon the consent of the lessor) and contains certain other protective provisions typically included in a "mortgageable" ground lease. Additionally, certain of the ground leases permit the related borrower to purchase the fee interest in the leased property upon payment of a nominal amount. Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity 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 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 S-62 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 trustee may be unable to enforce the bankrupt lessee/borrower's right to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage. Most of the ground leases securing the mortgaged properties provide that the ground rent increases during the term of the lease. These increases may adversely affect the cash flow and net income of the borrower from the mortgaged property. CONDOMINIUM OWNERSHIP MAY LIMIT USE AND IMPROVEMENTS......... With respect to six mortgage loans, representing 12.7% of the initial pool balance as of the cut-off date, the related mortgage is secured by an interest in a condominium. In the case of condominiums, a board of managers generally has discretion to make decisions affecting the condominium building and there may be no assurance that the borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers. Thus, decisions made by that related board of managers, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium building and many other decisions affecting the maintenance, repair and, in the event of a casualty or condemnation, restoration of that building, may have a significant impact on the mortgage loans in the trust fund that are secured by mortgaged properties consisting of such condominium interests. There can be no assurance 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 under the related mortgage loan will not allow the special servicer the same flexibility in realizing on the collateral as is generally available with respect to properties that are not condominiums. The rights of other unit owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. In addition, in the event of a casualty with respect to such a mortgaged property, due to the possible existence of multiple loss payees on any insurance policy covering that mortgaged property, there could be a delay in the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon the collateral described above could subject the certificateholders to a greater delay, expense and risk than with respect to a S-63 mortgage loan secured by a property that is not a condominium. INFORMATION REGARDING THE MORTGAGE LOANS IS LIMITED............. The information set forth in this prospectus supplement with respect to the mortgage loans is derived principally from one or more of the following sources: o a review of the available credit and legal files relating to the mortgage loans; o inspections of each mortgaged property with respect to the applicable mortgage loan undertaken by or on behalf of a mortgage loan seller; o generally, unaudited operating statements for the mortgaged properties related to the mortgage loans supplied by the borrowers; o appraisals for the mortgaged properties related to the mortgage loans that generally were performed in connection with origination (which appraisals were used in presenting information regarding the cut-off date loan-to-value ratios of such mortgaged properties as of the cut-off date under "Description of the Mortgage Pool" and in Annex A1 to this prospectus supplement for illustrative purposes only); o engineering reports and environmental reports for the mortgaged properties related to the mortgage loans that generally were prepared in connection with origination; and o information supplied by entities from which a mortgage loan seller acquired, or which currently service, certain of the mortgage loans. All of the mortgage loans were originated during the 12 months prior to the cut-off date, except for Loan Nos. 57467, 57834, 57835, 57837 and 57887 (representing 0.9%, 0.4%, 0.4%, 0.2% and 0.0% of the initial pool balance, respectively). Of these mortgage loans, several mortgage loans constitute acquisition financing. Accordingly, limited or no operating information is available with respect to the related mortgaged property. In addition, certain properties may allow for the substitution of a part or all of the mortgaged property, subject to various conditions. See "Description of the Mortgage Pool--Release or Substitution of Properties" in this prospectus supplement. Accordingly, no information is presently available with respect to a property that may be substituted for a mortgaged property. BORROWER LITIGATION MAY AFFECT TIMING OR PAYMENT ON YOUR CERTIFICATES................. Certain borrowers and the principals of certain borrowers and/or managers may have been involved in bankruptcy, S-64 foreclosure or similar proceedings or have otherwise been parties to real estate-related litigation. There may also be other legal proceedings pending and, from time to time, threatened against the borrowers and their affiliates relating to the business of or arising out of the ordinary course of business of the borrowers and their affiliates. We cannot assure you that such litigation will not have a material adverse effect on the distributions to certificateholders. With respect to one mortgage loan (Loan No. 20051342), representing approximately 1.4% of the initial pool balance, the borrower is currently negotiating a settlement of a suit with its former franchisor over management fees due under a terminated management agreement. The franchisor allegedly offered to accept payment of $1,350,000 in settlement of the related action. The settlement offer expired without being accepted by the borrower and the parties are still negotiating. At origination, the borrower funded a reserve in the amount of $2,700,000, as additional security for the related mortgage loan, that may, at the lender's option, be applied towards any direct or indirect losses relating to this action. We cannot assure you that any action, whether or not settled, would not have a material adverse effect on your certificates. With respect to one mortgage loan (Loan No. 20051176), representing approximately 0.4% of the initial pool balance, Triple Net Properties, LLC ("Triple Net Properties, LLC"), is the sponsor of the related borrower and an affiliate is the property manager. Triple Net Properties, LLC has advised the related mortgage loan seller that the SEC commenced an investigation regarding certain of its activities. In its filings with the SEC, G REIT, Inc., a public company affiliated with Triple Net Properties, LLC, indicated that the SEC requested information relating to disclosure in securities offerings and exemptions from the registration requirements of the Securities Act of 1933, as amended, for the private offerings in which Triple Net Properties, LLC and its affiliated entities were involved and exemptions from the registration requirements of the Securities Exchange Act of 1934, as amended, for several entities. In a recent filing with the SEC, G REIT, Inc. indicated that the information disclosed in connection with these securities offerings relating to the prior performance of all public and non-public investment programs sponsored by Triple Net Properties, LLC contained certain errors. G REIT, Inc. reported that these errors included the following: (i) the prior performance tables included in the offering documents were stated to be presented on a GAAP basis but generally were not, (ii) a number of the prior performance data figures were themselves erroneous, S-65 even as presented on a tax or cash basis and (iii) with respect to certain programs sponsored by Triple Net Properties, LLC, where Triple Net Properties, LLC invested either alongside or in other programs sponsored by Triple Net Properties, LLC, the nature and results of these investments were not fully and accurately disclosed in the tables, resulting in an overstatement of Triple Net's program and aggregate portfolio operating results. We cannot assure you that G REIT, Inc. or Triple Net Properties, LLC will be able to adequately address these disclosure issues or that these investigations will not result in fines, penalties or administrative remedies or otherwise have an adverse effect on the performance, operations or financial condition of G REIT, Inc. or Triple Net Properties, LLC. In addition, we cannot assure you that if litigation were to commence or security holders were to assert claims related to the foregoing, it would not have a material adverse effect on your certificates. RELIANCE ON A SINGLE TENANT OR A SMALL GROUP OF TENANTS MAY INCREASE THE RISK OF LOSS.... With respect to 14 mortgaged properties, representing 3.1% of the initial pool balance as of the cut-off date, the mortgaged property is leased to a single tenant. A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is leased to a single tenant or a small number of tenants. Mortgaged properties leased to a single tenant or a small number of tenants also are more susceptible to interruptions of cash flow if a tenant fails to renew its lease. This is because the financial effect of the absence of rental income may be severe; more time may be required to relet the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants. In this regard, see "Risk Factors--Risks Related to the Mortgage Loans--Particular Property Types Present Special Risks--Office Properties" and "--Retail Properties" in this prospectus supplement. Office and retail properties also may be adversely affected if there is a concentration of particular tenants among the mortgaged properties or of tenants in a particular business or industry. MORTGAGED PROPERTIES WITH TENANTS PRESENT SPECIAL RISK......... The income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if: o space in the mortgaged properties could not be leased or relet; o tenants were unable to meet their lease obligations; o leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other S-66 covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may be leased; o substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased; o a significant tenant were to become a debtor in a bankruptcy case; or o rental payments could not be collected for any other reason. Repayment of the mortgage loans secured by retail, offices and industrial and warehouse properties will be affected by the expiration of leases and the ability of the respective borrowers to renew the leases or relet the space on comparable terms. In addition, if a significant portion of tenants have leases which expire near or at maturity of the related mortgage loan, then it may make it more difficult for the related borrower to seek refinancing or make any applicable balloon payment. Certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who have the right to cancel their leases at any time or for lack of appropriations. Other tenants may have the right to cancel or terminate their leases prior to the expiration of the lease term or upon the occurrence of certain events including, but not limited to, the loss of an anchor tenant at the mortgaged property. Additionally, mortgage loans may have concentrations of leases expiring at varying rates in varying percentages. Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the mortgaged properties. Moreover, if a tenant defaults in its obligations to a borrower, the borrower may incur substantial costs and experience significant delays associated with enforcing its rights and protecting its investment, including costs incurred in renovating and reletting the property. In addition, certain mortgaged properties may have tenants that are paying rent but are not in occupancy or may have vacant space that is not leased, and in certain cases, the occupancy percentage could be less than 80%. Any "dark" space at or near the mortgaged property may cause the mortgaged property to be less desirable to other potential tenants or the related tenant may be more likely to default in its obligations under the lease. We cannot assure you that those tenants will continue to fulfill their lease obligations or that the space will be relet. Certain tenants may be owned by affiliates of the related borrower or otherwise related to or affiliated with the S-67 borrower. The interests of the borrower acting as a tenant may conflict with the borrower's interests under the related loan documents and may be adverse to the interests of the certificateholders. For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant. In some cases this affiliated tenant is physically occupying space related to its business; in other cases, the affiliated tenant is a tenant under a master lease with the borrower, under which the borrower tenant is obligated to make rent payments but does not occupy any space 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. There can be no assurance the space "leased" by this borrower affiliate will eventually be occupied by third party tenants. Additionally, in certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions (provisions requiring the tenant to recognize as landlord under the lease a successor owner following foreclosure), the leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants' leases were terminated. With respect to certain of the mortgage loans, the related borrower has given to certain tenants or others an option to purchase, a right of first refusal or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right is not subordinate to the related mortgage. This may impede the mortgagee's ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property. MORTGAGED PROPERTIES WITH MULTIPLE TENANTS MAY INCREASE RELETTING COSTS AND REDUCE CASH FLOW... If a mortgaged property has multiple tenants, reletting expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for debt service payments. Multi-tenanted mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental expenses. TENANCIES IN COMMON MAY HINDER OR DELAY RECOVERY............ With respect to 17 mortgage loans, representing 7.2% of the initial pool balance as of the cut-off date, the S-68 borrowers own the related mortgaged property as tenants in common. These mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. 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) such tenant in common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally. As a result, if a borrower exercises such right of partition, the related mortgage loans may be subject to prepayment. In addition, the tenant in common structure may cause delays in the enforcement of remedies; this may occur, for example, because of procedural or substantive issues resulting from the existence of multiple borrowers under the related loan, such as in bankruptcy, in which circumstance, each time a tenant in common borrower files for bankruptcy, the bankruptcy court stay will be reinstated. In some cases, the related borrower is a special purpose entity (in some cases bankruptcy remote), reducing the risk of bankruptcy. There can be no assurance that a bankruptcy proceeding by a single tenant in common borrower will not delay enforcement of this pooled mortgage loan. Additionally, in some cases, subject to the terms of the related mortgage loan documents, a borrower or a tenant-in-common borrower may assign its interests to one or more tenant-in-common borrowers. Such change to, or increase in, the number of tenant-in-common borrowers increases the risks related to this ownership structure. TENANT BANKRUPTCY ADVERSELY AFFECTS PROPERTY PERFORMANCE......... The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, office, industrial and warehouse properties may adversely affect the income produced by a mortgaged property. Under the federal bankruptcy code a tenant has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, the landlord's claim for breach of the lease would be a general unsecured claim against the tenant (absent collateral securing the claim). The claim would be limited to the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) which are unrelated to the rejection, plus the greater of one year's rent or 15% of S-69 the remaining reserved rent (but not more than three year's rent). There are several cases in which one or more tenants at a mortgaged property have declared bankruptcy. We cannot assure you that any such tenant will affirm its lease. ONE ACTION RULES MAY LIMIT REMEDIES..................... Several states (including California) have laws that prohibit more than one "judicial action" to enforce a mortgage obligation, and some courts have construed the term "judicial action" broadly. Accordingly, the special servicer is required to obtain advice of counsel prior to enforcing any of the trust fund's rights under any of the mortgage loans that include mortgaged properties where the rule could be applicable. PROPERTY INSURANCE MAY NOT PROTECT YOUR CERTIFICATES FROM LOSS IN THE EVENT OF CASUALTY OR LOSS.... The mortgage loan documents for each of the mortgage loans generally require the borrower to maintain, or cause to be maintained, specified property and liability insurance. The mortgaged properties may suffer casualty losses due to risks which were not covered by insurance or for which insurance coverage is inadequate. We cannot assure you that borrowers will be able to maintain adequate insurance. Moreover, if reconstruction or any major repairs are required, changes in laws or economic circumstances may materially affect the borrower's ability to effect any reconstruction or major repairs or may materially increase the costs of the reconstruction or repairs. In addition certain of the mortgaged properties are located in California, Washington, Texas, Utah, Nevada and along the Southeastern coastal and Gulf Coast areas of the United States. These areas have historically been at greater risk regarding acts of nature (such as earthquakes, floods and hurricanes) than other states. In particular, although it is too soon to assess the full impact of recent hurricanes on the United States and local economies, in the short term, the storms are expected to have a material adverse effect on the local economies and income producing real estate in the affected areas. Areas affected by a severe storm can suffer severe flooding, wind and water damage, forced evacuations, lawlessness, contamination, gas leaks and fire and environmental damage. The devastation caused by severe storms like recent hurricanes can also 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 storms. Specifically, 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 S-70 estate at pre-storm levels or that the costs of clean-up will not have a material adverse effect on the national economy. The mortgage loans do not generally require the borrowers to maintain earthquake or windstorm insurance. After the terrorist attacks of September 11, 2001, the cost of insurance coverage for acts of terrorism increased and the availability of such insurance decreased. In response to this situation, on November 26, 2002, Congress enacted the Terrorism Risk Insurance Act of 2002 ("TRIA"), which established a three-year federal back-stop program under which the federal government and the insurance industry will share in the risk of loss associated with certain future terrorist attacks. Pursuant to the provisions of TRIA, o qualifying insurers must offer terrorism insurance coverage in all property and casualty insurance policies on terms not materially different than terms applicable to other losses, o the federal government will reimburse insurers 90% of amounts paid on claims, in excess of a specified deductible, provided that aggregate property and casualty insurance losses resulting from an act of terrorism exceed $5,000,000, o the federal government's aggregate insured losses are limited to $100 billion per program year, o reimbursement to insurers will require a claim based on a loss from a terrorist act (as specifically defined under TRIA), o to qualify for reimbursement, an insurer must have previously disclosed to the policyholder the premium charged for terrorism coverage and its share of anticipated recovery for insured losses under the federal program, and o the federal program by its terms terminates on (unless extended by Congressional action) December 31, 2005. In a recently issued (June 30, 2005) Report on Terrorism Insurance, the U.S. Treasury Department concluded that the short term effect of non renewal or non-extension of TRIA would be a decrease in the availability of terrorism coverage, higher costs for policies that could be purchased, and consequently less coverage being taken up in the market. It further concluded, however, that over time the private sector would develop additional capacity by tapping into the capital markets and employing risk transfer mechanisms. Prior to the terrorist attacks in London in July, the Bush administration had stated that it would only support extending TRIA if changes were made to the law to increase the magnitude of the events that would trigger coverage under TRIA, increase deductibles and co-payments, and eliminate some lines of S-71 insurance altogether. The London terrorist attacks have reinvigorated the debate over extension of TRIA, with many insurers and reinsurers asserting a need to extend TRIA's back stop provisions. In addition, proposals for replacing TRIA, including a proposal to create a pool into which participating insurers would deposit a part of their written premiums, are being considered. Whether or not Congress will act prior to December 31, 2005, and the nature and extent of any actions it may take with respect to TRIA, remain to be seen; there can be no assurance that TRIA will be extended. Further, if such program is renewed, it is more likely than not that such program will not continue under the current format. In this regard, on November 18, 2005 the Senate voted to renew the TRIA Act. The bill extends TRIA for an additional two years and proposes certain significant changes from the current version. One such change includes increasing the amount of an event that triggers coverage under TRIA from the current $5 million to $50 million (i.e., the Terrorism Risk Insurance Program would not cover the first $50 million of loss) through December 2006, with a further increase in the amount of an event that triggers coverage under TRIA by an additional $50 million (i.e., the Terrorism Risk Insurance Program would not cover the first $100 million of loss) through December 2007. As a result, either the related borrower would be required (to the extent required by the mortgage loan documents and to the extent such coverage is obtainable) to obtain separate coverage for events that do not meet the threshold, or such an event would not be covered. On December 7, 2005, the House of Representatives voted in favor of extending TRIA. However, all discrepancies between the House bill and the Senate bill extending TRIA must be resolved, prior to such a bill being presented to the President for his signature. TRIA only applies to losses resulting from attacks that have been committed by individuals on behalf of a foreign person or foreign interest, and does not cover acts of purely domestic terrorism. Further, any such attack must be certified as an act of terrorism" by the federal government, which decision is not subject to judicial review. As a result, insurers may continue to try to exclude from coverage under their policies losses resulting from terrorist acts not covered by the act. Moreover, TRIA still leaves insurers with high potential exposure for terrorism-related claims due to the deductible and co-payment provisions thereof. Because nothing in TRIA prevents an insurer from raising premium rates on policyholders to cover potential losses, or from obtaining reinsurance coverage to offset its increased liability, the cost of premiums for such terrorism insurance coverage is still expected to be high. S-72 It is likely, if TRIA of 2002 is not extended or renewed, that premiums for terrorism insurance coverage will likely increase and may not be available at commercially reasonable rates and/or the terms of such insurance may be materially amended to enlarge stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available). In addition, to the extent that any policies contain "sunset clauses" (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon the expiration of TRIA. In addition, TRIA does not require insureds to purchase such coverage nor does it stipulate the pricing of such coverage. We cannot assure you that all of the mortgaged real 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. With respect to certain of the mortgage loans that we intend to include in the trust, the related 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. In particular, with respect to four mortgage loans (identified as Loan Nos. 20051273, 20050961, 59349 and 59213 on Annex A1 to this prospectus supplement), representing approximately 1.0% of the principal balance of the pool as of the cut-off date, the related loan documents either do not require the borrower to maintain terrorism insurance or the related borrower does not have terrorism insurance in place as of the cut-off date. Additionally, other loans that currently require terrorism coverage may not require such coverage under all circumstances in the future. For instance, some of the mortgage loans require terrorism insurance only if it can be obtained for a commercially reasonable" amount and/or for an amount up to a specified premium cap, or if such exclusions become customary or are not customarily required by lenders on similar properties. In other instances, the insurance policies specifically exclude coverage for acts of terrorism or the related borrower's obligation to provide terrorism insurance is suspended in the event that a tenant elects to self-insure and satisfies certain eligibility criteria. 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 if the special servicer has determined, in accordance with the servicing standard, that either: S-73 o such insurance is not available at any rate, or o such insurance is not available at commercially reasonable rates (which determination, with respect to terrorism insurance, will be subject to the consent of the directing certificateholder) and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the geographic region in which such mortgaged property is located. Additionally, if the related borrower fails to maintain such insurance (whether or not the mortgage loan documents specify that such insurance must be maintained), the master servicer, or the special servicer, as applicable, will not be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standard (and subject to the consent of the directing certificateholder), that such insurance is not available for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate. Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis. If such coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates. See "Servicing of the Mortgage Loans--Maintenance of Insurance" in this prospectus supplement. In addition to exclusions related to terrorism, certain of the insurance policies covering the mortgaged properties may specifically exclude coverage for losses due to mold or other potential causes of loss. We cannot assure you that a mortgaged property will not incur losses related to a cause of loss that is excluded from coverage under the related insurance policy. As a result of any limitations on the insurance coverage in place with respect to any mortgaged properties, the amount available to make distributions on your certificates could be reduced. ZONING LAWS AND USE RESTRICTIONS MAY AFFECT THE OPERATION OF A MORTGAGED PROPERTY OR THE ABILITY TO REPAIR OR RESTORE A MORTGAGED PROPERTY..................... Certain of the mortgaged properties may not comply with S-74 current zoning laws, including density, use, parking and set back requirements, due to changes in zoning requirements after such mortgaged properties were constructed. These properties, as well as those for which variances or special permits were issued, are considered to be a "legal non-conforming use" and/or the improvements are considered to be "legal non-conforming structures". This means that the borrower is not required to alter the use or structure to comply with the existing or new law; however, the borrower may not be able to rebuild the premises "as is" in the event of a casualty loss. This may adversely affect the cash flow of the property following the casualty. If a casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full. In addition, if the property were repaired or restored in conformity with the current law, the value of the property or the revenue-producing potential of the property may not be equal to that which existed before the casualty. In addition, certain of the mortgaged properties which are non-conforming may not be "legal non-conforming uses" or "legal non-conforming structures". The failure of a mortgaged property to comply with zoning laws or to be a "legal non-conforming use" or "legal non-conforming structure" may adversely affect market value of the mortgaged property or the borrower's ability to continue to use it in the manner it is currently being used. In addition, certain of the mortgaged properties may be subject to certain use restrictions imposed pursuant to the leases, restrictive covenants, reciprocal easement agreements or operating agreements or, in the case of mortgaged properties that are or constitute a portion of condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium property. Such use restrictions include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers' right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower's ability to fulfill its obligations under the related mortgage loan. SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES............. Some of the mortgaged properties may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason or if those properties were designated as historic sites. Converting commercial S-75 properties and manufactured housing to alternate uses generally requires substantial capital expenditures. The liquidation value of a mortgaged property consequently may be substantially less than would be the case if the property were readily adaptable to other uses. Zoning or other restrictions also may prevent alternative uses. See "Risk Factors--Risks Related to the Mortgage Loans--Zoning Laws and Use Restrictions May Affect the Operation of a Mortgaged Property or the Ability to Repair or Restore a Mortgaged Property" in this prospectus supplement. APPRAISALS ARE LIMITED IN REFLECTING THE VALUE OF A MORTGAGED PROPERTY............ Appraisals were obtained with respect to each of the mortgaged properties in connection with the origination of the applicable mortgage loan. In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different conclusion than the conclusion that would be reached if a different appraiser were appraising that property. Moreover, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. That amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. In certain cases, appraisals may reflect "as stabilized" values reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. We cannot assure you that the information set forth in this prospectus supplement regarding appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties. MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN...... Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us. Neither we nor any of our affiliates (except, in certain circumstances, for Bank of America N.A. in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any mortgage loan seller's representations and warranties or any document defects, if such mortgage loan seller defaults on its repurchase or substitution obligation. We cannot assure you that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions. Any mortgage loan that is not repurchased or substituted and that is not a "qualified mortgage" for a REMIC may cause the trust S-76 fund to fail to qualify as one or more REMICs or cause the trust fund to incur a tax. See "Description of the Mortgage Pool--The Mortgage Loan Sellers", "--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement and "The Pooling and Servicing Agreements--Representations and Warranties; Repurchases" in the accompanying prospectus. RISKS RELATED TO ENFORCEABILITY............. All of the mortgages permit the mortgagee to accelerate the debt upon default by the borrower. The courts of all states will enforce acceleration clauses in the event of a material payment default. Courts, however, may refuse to permit foreclosure or acceleration if a default is deemed immaterial or the exercise of those remedies would be unjust or unconscionable. If a mortgaged property has tenants, the borrower typically assigns its income as landlord to the mortgagee as further security, while retaining a license to collect rents as long as there is no default. If the borrower defaults, the license terminates and the mortgagee is entitled to collect rents. In certain jurisdictions, such assignments may not be perfected as security interests until the mortgagee takes actual possession of the property's cash flow. In some jurisdictions, the mortgagee may not be entitled to collect rents until the mortgagee takes possession of the property and secures the appointment of a receiver. In addition, as previously discussed, if bankruptcy or similar proceedings are commenced by or for the borrower, the mortgagee's ability to collect the rents may be adversely affected. POTENTIAL ABSENCE OF ATTORNMENT PROVISIONS ENTAILS RISKS..... In some jurisdictions, if tenant leases are subordinate to the liens created by the mortgage and do not contain attornment provisions (i.e., provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate upon the transfer of the property to a foreclosing mortgagee or purchaser at foreclosure. Not all leases were reviewed to ascertain the existence of attornment or subordination provisions. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants' leases were terminated. This is particularly likely if such tenants were paying above-market rents or could not be replaced. 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 S-77 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 mortgagee's rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage. RISKS RELATING TO COSTS OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS............... A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property, for example, zoning laws and the Americans with Disabilities Act of 1990, as amended, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities. See "Certain Legal Aspects of Mortgage Loans--Americans with Disabilities Act" in the accompanying prospectus. The expenditure of these costs or the imposition of injunctive relief, penalties or fines in connection with the borrower's noncompliance could negatively impact the borrower's cash flow and, consequently, its ability to pay its mortgage loan. NO MORTGAGE LOAN INCLUDED IN THE TRUST FUND HAS BEEN REUNDERWRITTEN............... We have not reunderwritten the mortgage loans. Instead, we have relied on the representations and warranties made by each mortgage loan seller, and the related mortgage loan seller's obligation to repurchase or substitute a mortgage loan or cure the breach in the event of a material breach of a representation or warranty. These representations and warranties do not cover all of the matters that we would review in underwriting a mortgage loan and you should not view them as a substitute for reunderwriting the mortgage loans. If we had reunderwritten the mortgage loans, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty. In addition, we cannot assure you that a mortgage loan seller will be able to repurchase or substitute a mortgage loan or cure the breach in the event of a material breach of a representation or warranty. See "Description of the Mortgage Pool--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. BOOK-ENTRY SYSTEM FOR CERTIFICATES MAY DECREASE LIQUIDITY AND DELAY PAYMENT................ The offered certificates will be issued as book-entry certificates. Each class of book-entry certificates will be initially represented by one or more certificates registered in the name of a nominee for The Depository Trust S-78 Company, or DTC. Since transactions in the classes of book-entry certificates generally can be effected only through The Depository Trust Company, and its participating organizations: o the liquidity of book-entry certificates in secondary trading market that may develop may be limited because investors may be unwilling to purchase certificates for which they cannot obtain physical certificates; o your ability to pledge certificates to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of the certificates, may be limited due to the lack of a physical security representing the certificates; o your access to information regarding the certificates may be limited since conveyance of notices and other communications by The Depository Trust Company to its participating organizations, and directly and indirectly through those participating organizations to you, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect at that time; and o you may experience some delay in receiving distributions of interest and principal on your certificates because distributions will be made by the trustee to DTC and DTC will then be required to credit those distributions to the accounts of its participating organizations and only then will they be credited to your account either directly or indirectly through DTC's participating organizations. See "Description of the Certificates-- Registration and Denominations" in this prospectus supplement. SEE "RISK FACTORS" IN THE ACCOMPANYING PROSPECTUS FOR A DESCRIPTION OF CERTAIN OTHER RISKS AND SPECIAL CONSIDERATIONS THAT MAY BE APPLICABLE TO YOUR CERTIFICATES AND THE MORTGAGE LOANS. S-79 DESCRIPTION OF THE MORTGAGE POOL GENERAL The Mortgage Pool consists of 163 Mortgage Loans secured by first liens on 919 commercial and multifamily properties. % OF INITIAL NUMBER OF AGGREGATE CUT-OFF POOL MORTGAGE LOAN SELLER MORTGAGE LOANS DATE BALANCE BALANCE - ------------------------------------------------ ---------------- ------------------- ---------- Bank of America, N.A. .......................... 138 $2,254,862,966 82.2% Barclays Capital Real Estate Inc. .............. 18 293,977,678 10.7 Bear Stearns Commercial Mortgage, Inc. ......... 7 193,306,614 7.0 --- -------------- ----- TOTAL .......................................... 163 $2,742,147,258 100.0% === ============== ===== Fifty-three of the Mortgage Loans, which are being sold to Banc of America Commercial Mortgage Inc. by Bank of America, N.A. (which is the sole warranting party with respect to these Mortgage Loans), were originated by Bridger Commercial Funding LLC ("Bridger"), a real estate financial services company organized in 1998 under the laws of the State of Missouri that originates and acquires commercial and multifamily real estate loans through its own origination offices working in conjunction with various commercial banks in local markets across the United States. Bridger's loan underwriting and quality control procedures are undertaken principally at its headquarters located at 100 Shoreline Highway, Suite 100, Mill Valley, California 94941. Through July 31, 2005, Bridger had originated in excess of $2.54 billion in loans secured by commercial real estate. The Initial Pool Balance is $2,742,147,258, subject to a variance of plus or minus 5%. The Initial Pool Balance (including Cut-off Date Balances) with respect to the (i) KC Pari Passu Note A-1 Component Mortgage Loan are references solely to the KC Pari Passu Note A-1 Senior Component and excludes the KC Pari Passu Note A-1 Subordinate Components, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 and (ii) the 277 Park Avenue Mortgage Loan includes only the 277 Park Avenue Pari Passu Note A-1 and excludes the 277 Park Avenue Pari Passu Note A-2). See "Description of the Trust Funds" and "Certain Legal Aspects of Mortgage Loans" in the accompanying prospectus. All numerical information provided in this prospectus supplement with respect to the Mortgage Loans is provided on an approximate basis. All numerical and statistical information presented in this prospectus supplement is calculated as described under "Glossary of Principal Definitions" in this prospectus supplement. The principal balance of each Mortgage Loan as of the Cut-off Date assumes the timely receipt of all principal scheduled to be paid on or before the Cut-off Date and assumes no defaults, delinquencies or prepayments on any Mortgage Loan on or before the Cut-off Date. All weighted average information provided in this prospectus supplement, unless otherwise stated, reflects weighting by related Cut-off Date Balance. All percentages of the Mortgage Pool, or of any specified sub-group thereof, referred to in this prospectus supplement without further description are approximate percentages of the Initial Pool Balance. The sum of the numerical data in any column of any table presented in this prospectus supplement may not equal the indicated total due to rounding. 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 Appraisal Values, the related Underwritten Cash Flow or prior allocations reflected in the related mortgage loan documents as set forth in Annex A1 to this prospectus supplement. Each Mortgage Loan is evidenced by one or more Mortgage Notes and secured by one or more Mortgages that create a first mortgage lien on a fee simple and/or leasehold interest in the S-80 Mortgaged Property. Each Commercial Loan is secured by one or more commercial Mortgaged Properties (i.e. a hotel, retail shopping mall or center, an office building or complex, an industrial or warehouse building, a self storage facility, a child development center or a mixed use property) (121 Mortgage Loans, representing 76.4% of the Initial Pool Balance). Each Multifamily Loan is secured by a Multifamily Mortgaged Property (i.e. a manufactured housing property or complex consisting of five or more rental living units or one or more apartment buildings each consisting of five or more rental living units) (42 Mortgage Loans, representing 23.6% of the Initial Pool Balance). With respect to any Mortgage for which the related assignment of mortgage, assignment of assignment of leases, security agreements and/or UCC financing statements has been recorded in the name of MERS or its designee, no assignment of mortgage, assignment of assignment of leases, security agreements and/or UCC financing statements in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer, at the direction of the related Mortgage Loan Seller, is required to take all actions as are necessary to cause the Trustee on behalf of the Trust to be shown as, and the Trustee is required to take all actions necessary to confirm that the Trustee on behalf of the Trust is shown as, the owner of the MERS Designated Mortgage Loans on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Trustee will include the foregoing confirmation in the certification required to be delivered by the Trustee after the Delivery Date pursuant to the Pooling and Servicing Agreement. There are four sets of Cross-Collateralized Mortgage Loans that consist of cross-collateralized and cross-defaulted Mortgage Loans. % OF NUMBER OF INITIAL MORTGAGE AGGREGATE CUT-OFF POOL LOAN NUMBERS OF CROSSED MORTGAGE LOANS LOANS DATE BALANCE BALANCE - ---------------------------------------- ----------- ------------------- -------- 57834, 57835, 57837, 57887 ............. 4 $27,695,532 1.0% 59005, 59006 ........................... 2 10,500,000 0.4 58888, 58889 ........................... 2 9,022,287 0.3 12138, 13664 ........................... 2 8,397,000 0.3 - ----------- --- TOTAL .................................. 10 $55,614,819 2.0% == =========== === Each of the Cross-Collateralized Mortgage Loans is evidenced by a separate Mortgage Note and secured by a separate Mortgage, which Mortgage or separate cross-collateralization agreement, as the case may be, contains provisions creating the relevant cross-collateralization and cross-default arrangements. See Annex A1 to this prospectus supplement for information regarding the Cross-Collateralized Mortgage Loans and see "Risk Factors--Risks Related to the Mortgage Loans--The Benefits Provided by Cross-Collateralization May Be Limited" in this prospectus supplement. S-81 The Mortgage Loans generally constitute non-recourse obligations of the related borrower. Upon any such borrower's default in the payment of any amount due under the related Mortgage Loan, the holder thereof may look only to the related Mortgaged Property or Properties for satisfaction of the borrower's obligation. In the case of certain Mortgage Loans where the Mortgage Loan documents permit recourse to a borrower or guarantor, the Depositor has generally not undertaken an evaluation of the financial condition of any such entity or person, and prospective investors should thus consider all of the Mortgage Loans to be nonrecourse. None of the Mortgage Loans are insured or guaranteed by any person or entity, governmental or otherwise. See "Risk Factors--Risks Related to the Mortgage Loans--Your Investment Is Not Insured or Guaranteed" in this prospectus supplement. Listed below are the states in which the Mortgaged Properties relating to 5.0% or more of the Initial Pool Balance are located: NUMBER OF AGGREGATE % OF MORTGAGED CUT-OFF DATE INITIAL POOL LOCATION PROPERTIES BALANCE(1) BALANCE(1) - ---------------------- ------------ -------------- ------------- California ........... 91 $555,850,115 20.3% Southern(2) ......... 57 $494,838,200 18.0% Northern(2) ......... 34 $ 61,011,915 2.2% New York ............. 17 $441,870,496 16.1% Texas ................ 91 $312,424,982 11.4% - ---------- (1) Because this table represents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts (generally allocating the Mortgage Loan principal amount to each of those Mortgaged Properties by appraised values of the Mortgaged Properties if not otherwise specified in the related Mortgage Note or Mortgage Loan documents). Those amounts are set forth in Annex A1 to this prospectus supplement. (2) Northern California Mortgaged Properties have a zip code greater than or equal to 93600. Southern California Mortgaged Properties have a zip code less than 93600. The remaining Mortgaged Properties are located throughout 38 other states and the District of Columbia with no more than 4.6% of the Initial Pool Balance secured by Mortgaged Properties located in any such other jurisdiction. On or about the Delivery Date, each Mortgage Loan Seller will transfer the related Mortgage Loans, without recourse, to or, at the direction of the Depositor, to the Trustee for the benefit of the Certificateholders. See "Description of the Mortgage Pool--The Mortgage Loan Sellers" and "--Assignment of the Mortgage Loans; Repurchases and Substitutions" in this prospectus supplement. CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS Due Dates. Each of the Mortgage Loans, other than 16 Mortgage Loans that are interest only until maturity or the anticipated repayment date and represent 23.8% of the Initial Pool Balance, provides for scheduled Monthly Payments of principal and interest. Each of the Mortgage Loans provides for payments to be due on the Due Date which is the first day of each month. In addition, 64 Mortgage Loans representing 37.7% of the Initial Pool Balance provide for periods of interest only payments during a portion of their respective loan terms. S-82 Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear interest at a per annum rate that is fixed for the remaining term of the Mortgage Loan, except that as described below, the ARD Loans will accrue interest at a higher rate after their respective Anticipated Repayment Date. As used in this prospectus supplement, the term Mortgage Rate does not include the incremental increase in rate at which interest may accrue on the ARD Loans after the Anticipated Repayment Date. As of the Cut-off Date, Mortgage Rates of the Mortgage Loans ranged as shown in the following chart: % OF INITIAL NUMBER OF AGGREGATE CUT-OFF POOL RANGE OF MORTGAGE RATES MORTGAGE LOANS DATE BALANCE BALANCE - ------------------------- ---------------- ------------------- ---------- 4.647% - 4.749% ......... 2 $ 268,415,000 9.8% 4.750% - 4.999% ......... 9 393,912,817 14.4 5.000% - 5.249% ......... 48 834,350,797 30.4 5.250% - 5.499% ......... 53 678,767,020 24.8 5.500% - 5.749% ......... 41 456,476,516 16.6 5.750% - 5.999% ......... 8 84,100,065 3.1 6.000% - 6.249% ......... 1 1,015,277 0.0 6.250% - 6.440% ......... 1 25,109,767 0.9 -- -------------- ----- TOTAL/WTD AVG ........... 163 $2,742,147,258 100.0% === ============== ===== Hyperamortization. Three of the Mortgage Loans are ARD Loans, which represent 10.5% of the Initial Pool Balance, provide for changes in payments and accrual of interest if it is not paid in full on the related Anticipated Repayment Date. Commencing on the Anticipated Repayment Date, the ARD Loans will generally bear interest at a fixed per annum rate equal to the Revised Rate set forth in the related Mortgage Note extending until final maturity. The Excess Interest Rate is the difference in rate of the Revised Rate over the Mortgage Rate. Interest accrued at the Excess Interest Rate is referred to in this prospectus supplement as Excess Interest. In addition to paying interest (at the Revised Rate) from and after the Anticipated Repayment Date, the borrower generally will be required to apply any Excess Cash Flow from the related Mortgaged Property, if any, after paying all permitted operating expenses and capital expenditures, to pay accrued interest at the Mortgage Rate, then principal and then interest at the excess of the Revised Rate over the Mortgage Rate on the ARD Loans as called for in the related Mortgage Loan documents. Amortization of Principal. One hundred forty-six Mortgage Loans are balloon loans, which represent 76.0% of the Initial Pool Balance that provide for monthly payments of principal based on amortization schedules significantly longer than the respective remaining terms thereof, thereby leaving Balloon Payments due and payable on their respective Maturity Date, unless prepaid prior thereto. In addition, 16 of the Mortgage Loans, including the Interest Only Hyper Am Loan, representing 23.8% of the Initial Pool Balance, provide for payments of interest only through to the end of their respective loan terms. Prepayment Provisions. The Mortgage Loans generally provide for a sequence of periods with different conditions relating to voluntary prepayments consisting of one or more of the following: (1) a Lock-out Period during which voluntary principal prepayments are prohibited, followed by (2) one or more Prepayment Premium Periods during which any voluntary principal prepayment is to be accompanied by a Prepayment Premium (during such a period defeasance may also be possible as an alternative as described below under "--Defeasance"), followed by (3) an Open Period during which voluntary principal prepayments may be made without an accompanying Prepayment Premium. The periods applicable to any particular Mortgage Loan are indicated in Annex A1 under the heading "Prepayment Penalty Description (Payments)". S-83 Voluntary principal prepayments (after any Lock-out Period) may be made in full or in some cases in part, subject to certain limitations and, during a Prepayment Premium Period, payment of the applicable Prepayment Premium or Fixed Prepayment Premium, as applicable. As of the Cut-Off Date, the remaining Lock-out Periods ranged from zero to 176 scheduled monthly payments. As of the Cut-off-Date, the weighted average remaining Lock-out Period was 94 scheduled monthly payments. As of the Cut-off Date, the Open Period ranged from one to 36 scheduled monthly payments prior to and including the final scheduled monthly payment at maturity. The weighted average Open Period was four scheduled monthly payments. Prepayment Premiums on the Mortgage Loans are generally calculated on the basis of a yield maintenance formula (subject, in certain instances, to a minimum equal to a specified percentage of the principal amount prepaid). The prepayment terms of each of the Mortgage Loans are more particularly described in Annex A1 to this prospectus supplement. With respect to one Holdback Loan (Loan No. 20051191), representing 1.6% of the Initial Pool Balance, in the event that the related borrower does not satisfy certain economic performance criteria specified in the related Mortgage Loan documents no later than January 8, 2008, a letter of credit in the original face amount of $3,000,000, the earnout reserve, will be drawn and the amounts drawn applied to reduce the outstanding principal balance of the Mortgage Loan (with the borrower obligated to pay any related Prepayment Premium), in which event the amortization schedule will be recast and the monthly debt service payments on the Mortgage Loan will be adjusted. Additionally, $600,000 was held back as a tax reserve to be released to the borrower if the real estate taxes on the property are reduced within 9 months of being set by the local county (approximately August 1, 2006). If the property taxes are reduced by at least $60,000, the full amount of the tax reserve will be released to the borrower, otherwise, each $1,000 reduction in property taxes will result in $10,000 being released to the borrower. Any amounts not released from the tax reserve will be added to the earnout reserve described above and either returned to the borrower or applied to reduce the outstanding principal balance of the Mortgage Loan as described above. With respect to two Holdback Loans (Loans No. 20051277 and 20051278), representing 0.8% and 0.7% respectively of the Initial Pool Balance, in the event that the related borrower does not satisfy certain performance criteria specified in the related Mortgage Loan documents within the 24-month period after the first payment date, a letter of credit in the original face amount of $750,000 will be drawn and the amounts drawn applied to reduce the outstanding principal balance of the related Mortgage Loan (with the related borrower obligated to pay any related Prepayment Premium). In such event, the amortization schedule for the related Mortgage Loan will not be recast. There may be other Mortgage Loans which provide that in the event that certain conditions specified in the related Mortgage Loan documents are not satisfied, an upfront "earnout" reserve may be applied to reduce the outstanding principal balance of the Mortgage Loan, in which event the amortization schedule may be recast. For further information, see Annex A1 to this prospectus supplement. As more fully described in this prospectus supplement, Prepayment Premiums actually collected on the Mortgage Loans will be distributed to the respective Classes of Certificateholders in the amounts and priorities described under "Description of the Certificates--Distributions-- Distributions of Prepayment Premiums" in this prospectus supplement. The Depositor makes no representation as to the enforceability of the provision of any Mortgage Loan requiring the payment of a Prepayment Premium or as to the collectibility of any Prepayment Premium. See "Risk Factors --Risks Related to the Mortgage Loans--Prepayment Premiums and Yield Maintenance Charges Present Special Risks" in this prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the accompanying prospectus. Defeasance. One hundred and forty-one Mortgage Loans, representing 89.8% of the Initial Pool Balance, permit the applicable borrower at any time after the related Defeasance Lock-Out Period, which is at least two years from the Delivery Date, provided no event of default exists, to obtain a release of a Mortgaged Property from the lien of the related Mortgage by exercising the Defeasance Option. The borrower must meet certain conditions in order to exercise its Defeasance Option. Among other conditions, the borrower must pay on the related Release Date: S-84 (1) all interest accrued and unpaid on the principal balance of the Mortgage Note to and including the Release Date; (2) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all other loan documents executed in connection therewith; and (3) the related Collateral Substitution Deposit. In addition, the borrower must deliver a security agreement granting the Trust Fund a first priority lien on the Collateral Substitution Deposit and, generally, an opinion of counsel to such effect. Simultaneously with such actions, the related Mortgaged Property will be released from the lien of the Mortgage Loan and the pledged U.S. government obligations (together with any Mortgaged Property not released, in the case of a partial defeasance) will be substituted as the collateral securing the Mortgage Loan. In general, a successor borrower established or designated pursuant to the related Mortgage Loan documents will assume all of the defeased obligations of a borrower exercising a Defeasance Option under a Mortgage Loan and the borrower will be relieved of all of the related defeased obligations. Under the Pooling and Servicing Agreement, the Master Servicer is required to enforce any provisions of the related Mortgage Loan documents that require, as a condition to the exercise by the borrower of any defeasance rights, that the borrower pay any costs and expenses associated with such exercise. The Depositor makes no representation as to the enforceability of the defeasance provisions of any Mortgage Loan. RELEASE OR SUBSTITUTION OF PROPERTIES The Mortgage Loans secured by more than one Mortgaged Property that permit release of one or more of the related Mortgaged Properties generally require that: (1) prior to the release of a related Mortgaged Property, between 105% and 125% of the allocated loan amount for the Mortgaged Property be defeased and (2) certain debt service coverage ratio and loan-to-value ratio tests be satisfied with respect to the remaining Mortgaged Properties after the defeasance. The borrower under one Mortgage Loan (Loan No. 58930), representing 3.8% of the Initial Pool Balance, will be permitted to obtain the release of a parcel of the Mortgaged Property specified in the related Mortgage Loan documents, if, among other things, the borrower pays a release price equal to (a) the amount required to prepay the Mortgage Loan to cause the loan-to-value ratio (based upon an updated appraisal) with respect to the remaining properties following the release not to exceed 65%, or (b) $2,638,000 (if the borrower chooses not to base the release price upon an updated appraisal). The borrower under one Mortgage Loan (Loan No. 59414), representing 5.5% of the Initial Pool Balance, will be permitted to obtain the release of certain parcels of the Mortgaged Property, if, among other things, the borrower pays a release price with respect to each such parcel equal to (a) 115% of the allocated loan amount for such parcel, if such parcel is being conveyed to a party unaffiliated with the borrower, (b) the greater of (x) 115% of the allocated loan amount for such parcel and (y) the current appraised value of such parcel, if such parcel is being conveyed to a party affiliated with the borrower, or (c) 100% of the allocated loan amount for such parcel, if such parcel is identified as a "Non-Core Property" in the related loan agreement; provided, however, subject to certain conditions specified in the related Mortgage Loan documents, including rating agency "no downgrade" confirmation, the borrower may choose to deposit the release price into an account maintained with the lender, with such amounts to be used to acquire substitute properties. In addition, the borrower is permitted to substitute an individual Mortgaged Property with another property of like kind and quality owned or acquired by the borrower, subject to rating agency "no downgrade" confirmation, if, among other things, (A) the loan-to-value ratio with respect to the remaining property (including the substitute property) is not greater than the loan-to-value ratio for the entire Mortgaged Property as of the origination date of the Mortgage Loan, if the released property is being conveyed to a party unaffiliated with the borrower, or (B) the appraised value of the substitute property is greater than the appraised value of the released property (i) as of the S-85 origination date of the Mortgage Loan and (ii) immediately prior to the date of the proposed substitution, if the released property is being conveyed to a party affiliated with the borrower. One Mortgage Loan (Loan No.43439), representing 4.6% of the Initial Pool Balance, which is secured by more than one Mortgaged Property, permits the related borrower to obtain the release of an individual property upon prepayment or defeasance; provided that certain conditions are met, including, without limitation, (i) no event of default has occurred and is continuing, (ii) the amount of the outstanding principal balance of the Mortgage Property to be prepaid or defeased equals or exceeds 110% of the allocated loan amount for the applicable Mortgaged Property, (iii) the debt service coverage ratio for the Mortgage Loan after the release will be equal to or greater than the debt service coverage ratio for the Mortgage Loan prior to the release and (iv) after giving effect to the release, the net cash flow for the trailing twelve month period divided by the outstanding principal balance of the remaining undefeased note is equal to or greater than 10.88% of a fraction, the numerator of which is the 110% of the allocated amount of all properties (including the property to be released) and the denominator of which is equal to 110% of the then current release amounts as may have been adjusted by amortization or otherwise pursuant to the terms of the Mortgage Loan. The terms of one Mortgage Loan (Loan No. 20050894), representing 1.0% of the Initial Pool Balance, permit the related borrower to transfer and obtain a release of the second floor condominium unit (as identified in the related loan documents) in connection with the sale of any such condominium unit; provided that certain conditions are met including, without limitation, (i) prepayment of a portion of the related Mortgage Loan in an amount equal to the applicable condominium unit release price (as specified in the related loan documents), (ii) payment of a yield maintenance charge equal to the greater of the prepayment rate based on the Treasury rate specified in the related Mortgage Loan documents or 1.0% of the amount being prepaid and payment of interest on the prepaid amount that would have been earned during the month had the prepayment not occurred within that month and (iii) evidence that the release property is a separate tax lot. Furthermore, certain Mortgage Loans permit the release of specified parcels of real estate or improvements that secure such Mortgage Loans but were not assigned any material value or considered a source of any material cash flow for purposes of determining the related Appraisal Value or Underwritten Cash Flow. Such parcels of real estate or improvements are permitted to be released without payment of a release price and consequent reduction of the principal balance of the related Mortgage Loan or substitution of additional collateral if zoning and other conditions are satisfied. "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans generally contain both "due-on-sale" and "due-on-encumbrance" clauses that in each case, subject to certain limited exceptions, permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the borrower from doing so without the consent of the mortgagee. See "--Additional Mortgage Loan Information--Additional Financing" in this prospectus supplement. Certain of the Mortgage Loans permit the transfer or further encumbrance of the related Mortgaged Property if certain specified conditions are satisfied or if the transfer is to a borrower reasonably acceptable to the mortgagee. The Master Servicer and/or the Special Servicer, as applicable, will determine, in a manner consistent with the Servicing Standard and with the REMIC provisions, whether to exercise any right the mortgagee may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property; provided that the Master Servicer will not waive any right that it may have, or grant any consent that it may otherwise withhold without obtaining the consent of the Special Servicer. The Special Servicer's consent will be deemed given if it does not respond within ten (10) business days following receipt by the Special Servicer of the Master's Servicer's request for such consent and all information reasonably requested by the Special Servicer as such time frame may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, the KC Pari Passu Note A-1 Controlling Holder, the mezzanine loan holder or any Rating Agency, as described below. In addition, the Special Servicer will not waive any right it has, S-86 or grant any consent that it may otherwise withhold, under any related "due-on-sale" or "due-on- encumbrance" clause for any Non-Specially Serviced Mortgage Loan that has a then Stated Principal Balance that exceeds $2,500,000 or any Specially Serviced Mortgage Loan (other than the KC Pari Passu Note A-1 Component Mortgage Loan; provided that a KC Pari Passu Note A-1 Control Appraisal Period does not exist with respect to the related Mortgage Loan as described below) unless the Directing Certificateholder has approved such waiver and consent, which approval will be deemed given if the Directing Certificateholder does not respond within ten business days after the Special Servicer has given a written notice of the matter and a written explanation of the surrounding circumstances and a request for approval of a waiver or consent related to the "due-on-encumbrance" or "due-on-sale clause" to the Directing Certificateholder. With respect to the KC Pari Passu Note A-1 Component Mortgage Loan, if a KC Pari Passu Control Appraisal Period does not exist, the Master Servicer with respect to those time periods when the KC Pari Passu Note A-1 Component Mortgage Loan is a Non-Specially Serviced Mortgage Loan will not waive any right that it may have, or grant any consent that it may otherwise withhold under any related "due-on-sale" or "due-on-encumbrance" clause without obtaining the consent of the Special Servicer, which consent by the Special Servicer will not be given without the Special Servicer first obtaining the consent of the KC Pari Passu Note A-1 Controlling Holder. With respect to the KC Pari Passu Note A-1 Component Mortgage Loan, if a KC Pari Passu Note A-1 Control Appraisal Period does not exist, the Special Servicer with respect to those time periods when the KC Pari Passu Note A-1 Component Mortgage Loan is a Specially Serviced Mortgage Loan will not waive any right that it may have, or grant any consent that it may otherwise withhold under any related "due-on-sale" or "due-on-encumbrance" clause without obtaining the consent of the KC Pari Passu Note A-1 Controlling Holder. In the case that the consent of the KC Pari Passu Note A-1 Controlling Holder is required with respect to a "due-on-sale" or "due-on-encumbrance" provision, each such party's consent will be deemed granted if such party does not respond to a request for its consent within ten business days of its receipt of a written notice of the matter, a written explanation of the surrounding circumstances and reasonable supporting material and relevant documents. Notwithstanding the foregoing, with respect to any Mortgage Loan, with an outstanding principal balance of greater than $5,000,000, that, together with all Cross-Collateralized Mortgage Loans (i) represents greater than 5.0% of the outstanding principal balance of the Mortgage Pool, (ii) has an outstanding principal balance of greater than $20,000,000, or (iii) is one of the ten largest Mortgage Loans based on outstanding principal balance, neither the Master Servicer nor Special Servicer may waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-sale" clause until it has received written confirmation from each Rating Agency (as set forth in the Pooling and Servicing Agreement) that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates. In addition, with respect to any Mortgage Loan that together with all Cross-Collateralized Mortgage Loans represents greater than 2% of the outstanding principal balance of the Mortgage Pool, is one of the ten largest Mortgage Loans based on outstanding principal balance, has an outstanding principal balance of greater than $20,000,000 or does not meet certain loan-to-value or debt service coverage thresholds specified in the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer may waive any right it has, or grant any consent it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency (as set forth in the Pooling and Servicing Agreement) that such action would not result in the downgrade, qualification (if applicable) or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates. Notwithstanding the foregoing, the existence of any additional indebtedness may increase the difficulty of refinancing the related Mortgage Loan at maturity or the Anticipated Repayment Date and the possibility that reduced cash flow could result in deferred maintenance. Also, if the holder of the additional debt has filed for bankruptcy or been placed in involuntary receivership, foreclosure of the related Mortgage Loan could be delayed. See "The S-87 Pooling and Servicing Agreements--Due-on-Sale and Due-on-Encumbrance Provisions" and "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance" in the accompanying prospectus. 277 PARK AVENUE WHOLE LOAN The 277 Park Avenue Pari Passu Note A-1, Loan No. 59147, representing 9.5% of the Initial Pool Balance, is one of two mortgage loans that are part of a split loan structure that is secured by the same mortgage instrument on the related Mortgaged Property (the "277 Park Avenue Mortgaged Property") comprised of two pari passu notes with aggregate principal balances as of the Cut-off Date of $260,000,000 and $240,000,000 (the "277 Park Avenue Pari Passu Note A-1" and the "277 Park Avenue Pari Passu Note A-2", respectively). The 277 Park Avenue Pari Passu Note A-2 is pari passu in right of payment to the 277 Park Avenue Pari Passu Note A-1. Only the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan is included in the Trust Fund. As used in this prospectus supplement, the term "277 Park Avenue Whole Loan" refers to the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2. The 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2 have the same maturity date. The 277 Park Avenue Pari Passu Note A-2 is currently held by Bank of America, N.A. The 277 Park Avenue Pari Passu Note A-2 or a portion of such loan may be included in a future securitization. The 277 Park Avenue Pari Passu Note A-2 may be sold or transferred at any time (subject to compliance with the terms of the 277 Park Avenue Intercreditor Agreement). An intercreditor agreement (the "277 Park Avenue Intercreditor Agreement") between the 277 Park Avenue Pari Passu Note A-1 Holder and the 277 Park Avenue Pari Passu Note A-2 Holder (the "277 Park Avenue Pari Passu Noteholders") sets forth the rights of the noteholders. The 277 Park Avenue Intercreditor Agreement generally provides that the mortgage loans that comprise the 277 Park Avenue Whole Loan will be serviced and administered pursuant to the Pooling and Servicing Agreement by the Master Servicer and the applicable Special Servicer, as applicable, according to the Servicing Standard. The 277 Park Avenue Intercreditor Agreement generally provides that expenses, losses and shortfalls relating to the 277 Park Avenue Whole Loan will be allocated pro rata between the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2. Pursuant to the terms of the 277 Park Avenue Intercreditor Agreement, after payment or reimbursement of certain servicing fees, special servicing fees, trust fund expenses and/or advances and various expenses, costs and liabilities referenced in the 277 Park Avenue Intercreditor Agreement, all payments and proceeds received with respect to the 277 Park Avenue Whole Loan will be generally paid in the following manner: (i) first, pro rata, based on the interest accrued on the outstanding principal balances of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2, to (A) the 277 Park Avenue Pari Passu Note A-1 Holder in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the 277 Park Avenue Pari Passu Note A-1 and (B) the 277 Park Avenue Pari Passu Note A-2 Holder in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the 277 Park Avenue Pari Passu Note A-2; (ii) second, to each of the 277 Park Avenue Pari Passu Note A-1 Holder and the 277 Park Avenue Pari Passu Note A-2 Holder, in an amount equal to its pro rata portion, based on the then outstanding principal balances of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2, of all principal payments collected on the 277 Park Avenue Whole Loan, to be applied in reduction of the outstanding principal balances of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2; (iii) third, any default interest in excess of the interest paid in accordance with clause (i) of this paragraph, to the extent collected and not applied to Advance Interest or Additional Trust Fund Expenses (or as otherwise described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payments of Expenses" in this prospectus supplement), or payable to any party S-88 other than a holder of a 277 Park Avenue pari passu note, in each case pursuant to the Pooling and Servicing Agreement, to the 277 Park Avenue Pari Passu Note A-1 Holder and the 277 Park Avenue Pari Passu Note A-2 Holder, each in an amount equal to their pro rata portion of such default interest (based on the then outstanding principal balances of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2); (iv) fourth, any amounts that represent late payment charges, other than Prepayment Premiums or default interest, actually collected on the 277 Park Avenue Whole Loan, to the extent not applied to Advance Interest or Additional Trust Fund Expenses (or as otherwise described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payments of Expenses" in this prospectus supplement), or payable to any party other than a holder of a 277 Park Avenue pari passu note, in each case pursuant to the Pooling and Servicing Agreement, to the 277 Park Avenue Pari Passu Note A-1 Holder and the 277 Park Avenue Pari Passu Note A-2 Holder, each in an amount equal to their pro rata portion of such amounts (based on the then outstanding principal balances of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2); and (v) fifth, if any excess amount is paid by the related borrower and is not required to be returned to the related borrower or to any party other than a holder of a 277 Park Avenue pari passu note pursuant to the Pooling and Servicing Agreement and not otherwise applied in accordance with the foregoing clauses (i) through (iv) of this paragraph, to the 277 Park Avenue Pari Passu Note A-1 Holder and the 277 Park Avenue Pari Passu Note A-2 Holder, each in an amount equal to their pro rata portion of such excess (based on the original principal balances of the 277 Park Avenue Pari Passu Note A-1 and the 277 Park Avenue Pari Passu Note A-2). If the Master Servicer, the applicable Special Servicer or the Trustee makes any Servicing Advance that becomes a Nonrecoverable Advance or pays any fees, costs or expenses that related directly to the servicing of the 277 Park Avenue Pari Passu Note A-1 and 277 Park Avenue Pari Passu Note A-2 as to which such party is entitled to be reimbursed pursuant to the Pooling and Servicing Agreement (including Master Servicing Fees, Special Servicing Fees, Liquidation Fees and Workout Fees) and such party is unable to recover any proportionate share of such Advance, fees, costs or expenses, including interest thereon, as contemplated above, the holders of such note will be jointly and severally liable for such Servicing Advance, fees, costs or expenses, including interest thereon. If any of the 277 Park Avenue Pari Passu Note A-1 and 277 Park Avenue Pari Passu Note A-2 is an asset of a securitization, the related trust will assume, as the holder of the applicable note, the foregoing obligations and the Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, may seek the entire unpaid balance of such Advance, fees, costs or expenses, including interest thereon, from general collections in the related trust's collection account. KINDERCARE PORTFOLIO WHOLE LOAN The KinderCare Portfolio Pari Passu Note A-1 is one of three mortgage loans that are part of a split loan structure that is secured by the same mortgage instrument on the related Mortgaged Property (the "KinderCare Portfolio Mortgaged Property") comprised of three pari passu notes with aggregate principal balances as of the Cut-off Date of $350,000,000, $150,000,000 and $150,000,000 (the "KinderCare Portfolio Pari Passu Note A-1", the "KinderCare Portfolio Pari Passu Note A-2" and the "KinderCare Portfolio Pari Passu Note A-3", respectively). Each of the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 is pari passu in right of payment to the KinderCare Portfolio Pari Passu Note A-1. However, as described herein, a subordinate portion of the KinderCare Portfolio Pari Passu Note A-1 has been subordinated to the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the remaining portion of the KinderCare Portfolio Pari Passu Note A-1. As used in this prospectus supplement, the term "KinderCare Portfolio Whole Loan" refers to the KinderCare Portfolio Pari Passu Note A-1, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3. An intercreditor agreement (the "KinderCare Portfolio Intercreditor Agreement") among the holder of the KinderCare Portfolio Pari Passu Note A-1, the holder of the KinderCare Portfolio Pari S-89 Passu Note A-2 and the holder of the KinderCare Portfolio Pari Passu Note A-3 (the "KinderCare Portfolio Pari Passu Noteholders") sets forth the rights of the noteholders. The KinderCare Portfolio Intercreditor Agreement generally provides that the mortgage loans that comprise the KinderCare Portfolio Whole Loan will be serviced and administered pursuant to the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable, according to the Servicing Standard. Pursuant to the KinderCare Portfolio Intercreditor Agreement, a $200,000,000 portion of the principal balance (as of the Cut-off Date) of the KinderCare Portfolio Pari Passu Note A-1 (the "KC Pari Passu Note A-1 Junior Portion") is subordinate under certain circumstances with respect to payments received with respect to the KinderCare Portfolio Whole Loan relative to the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the remaining $150,000,000 portion (the "KC Pari Passu Note A-1 Senior Portion") of the principal balance of the KinderCare Portfolio Pari Passu Note A-1. The KC Pari Passu Note A-1 Junior Portion corresponds to the KC Pari Passu Note A-1 Subordinate Components and the KC Pari Passu Note A-1 Senior Portion corresponds to the KC Pari Passu Note A-1 Senior Component. The KinderCare Portfolio Intercreditor Agreement generally provides that expenses, losses and shortfalls relating to the KinderCare Portfolio Whole Loan will be allocated first to the KC Pari Passu Note A-1 Junior Portion and then pro rata among the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3. Accordingly, expenses, losses and shortfalls relating to the KinderCare Portfolio Whole Loan generally will be allocated first to the KC Pari Passu Note A-1 Subordinate Components and then pro rata among the KC Pari Passu Note A-1 Senior Component, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3. Distributions. Pursuant to the terms of the KinderCare Portfolio Intercreditor Agreement, prior to the occurrence of a monetary or material event of default with respect to the KinderCare Portfolio Whole Loan, after payment or reimbursement of certain servicing fees, special servicing fees, trust fund expenses and/or advances and various expenses, costs and liabilities referenced in the KinderCare Portfolio Intercreditor Agreement, all payments and proceeds received with respect to the KinderCare Portfolio Whole Loan will be generally paid in the following manner: (i) first, pro rata (based on their respective interest entitlements), to (A) the holder of the KinderCare Portfolio Pari Passu Note A-1 in respect of the KC Pari Passu Note A-1 Senior Portion in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KC Pari Passu Note A-1 Senior Portion, (B) the holder of the KinderCare Portfolio Pari Passu Note A-2 in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KinderCare Portfolio Pari Passu Note A-2; and (C) the holder of the KinderCare Portfolio Pari Passu Note A-3 in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KinderCare Portfolio Pari Passu Note A-3; (ii) second, to each of the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2 and the holder of the KinderCare Portfolio Pari Passu Note A-3), in an amount equal to its pro rata portion, based on the then outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, of all principal payments collected on the KinderCare Portfolio Whole Loan, to be applied in reduction of the outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3; (iii) third, to the holder of the KinderCare Portfolio Pari Passu Note A-1 in respect of the KC Pari Passu Note A-1 Junior Portion in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KC Pari Passu Note A-1 Junior Portion; (iv) fourth, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), in an amount equal to its pro rata portion, based on the then outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu S-90 Note A-1 Junior Portion, of all principal payments collected on the KinderCare Portfolio Whole Loan, to be applied in reduction of the outstanding principal balance of the KC Pari Passu Note A-1 Junior Portion; (v) fifth, any default interest in excess of the interest paid in accordance with clauses (i) and (iii) of this paragraph, to the extent collected and not applied to Advance Interest or Additional Trust Fund Expenses (or as otherwise described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payments of Expenses" in this prospectus supplement), or payable to any party other than a KinderCare Portfolio Pari Passu Noteholder, in each case pursuant to the Pooling and Servicing Agreement, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2, the holder of the KinderCare Portfolio Pari Passu Note A-3 and the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro rata portion of such default interest (based on the then outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion); (vi) sixth, any amounts that represent late payment charges, other than Prepayment Premiums or default interest, actually collected on the KinderCare Portfolio Whole Loan, to the extent not applied to Advance Interest or Additional Trust Fund Expenses (or as otherwise described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payments of Expenses" in this prospectus supplement), or payable to any party other than a KinderCare Portfolio Pari Passu Noteholder, in each case pursuant to the Pooling and Servicing Agreement, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2, the holder of the KinderCare Portfolio Pari Passu Note A-3 and the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro rata portion of such amounts (based on the then outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion); and (vii) seventh, if any excess amount is paid by the related borrower and is not required to be returned to the related borrower or to any party other than a KinderCare Portfolio Pari Passu Noteholder pursuant to the Pooling and Servicing Agreement and not otherwise applied in accordance with the foregoing clauses (i) through (vi) of this paragraph, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2, the holder of the KinderCare Portfolio Pari Passu Note A-3 and the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro rata portion of such excess (based on the original principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion). Following the occurrence and during the continuance of a monetary or other material event of default with respect to the KinderCare Portfolio Whole Loan, after payment or reimbursement of certain servicing fees, special servicing fees, trust fund expenses and/or advances and various expenses, costs and liabilities referenced in the KinderCare Portfolio Intercreditor Agreement, all payments and proceeds received with respect to the KC Pari Passu Note A-1 Subordinate Components will be subordinated to all payments under the KC Pari Passu Note A-1 Senior Component, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, and the amounts received with respect to the KinderCare Portfolio Whole Loan will generally be paid in the following manner: (i) first, pro rata, based on the interest accrued on the then outstanding principal balances of only the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, to (A) the holder of the KinderCare Portfolio Pari S-91 Passu Note A-1 in respect of the KC Pari Passu Note A-1 Senior Portion in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KC Pari Passu Note A-1 Senior Portion, (B) the holder of the KinderCare Portfolio Pari Passu Note A-2 in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KinderCare Portfolio Pari Passu Note A-2; and (C) the holder of the KinderCare Portfolio Pari Passu Note A-3 in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KinderCare Portfolio Pari Passu Note A-3; (ii) second, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2 and the holder of the KinderCare Portfolio Pari Passu Note A-3, each in an amount equal to their pro rata portion, based on the then outstanding principal balances of only the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, of all principal payments collected on the KinderCare Portfolio Whole Loan, to be applied in reduction of such outstanding principal balances until such balances have been reduced to zero; (iii) third, to the holder of the KinderCare Portfolio Pari Passu Note A-1 in respect of the KC Pari Passu Note A-1 Junior Portion in an amount equal to the accrued and unpaid interest on the outstanding principal balance of the KC Pari Passu Note A-1 Junior Portion; (iv) fourth, to the holder of the KinderCare Portfolio Pari Passu Note A-1 in respect of the KC Pari Passu Note A-1 Junior Portion in an amount equal to the remaining principal payments collected on the KinderCare Portfolio Whole Loan, to be applied in reduction of the outstanding principal balance of the KC Pari Passu Note A-1 Junior Portion until such balance has been reduced to zero; (v) fifth, any default interest in excess of the interest paid in accordance with clauses (i) and (iii) of this paragraph, to the extent collected and not applied to Advance Interest or Additional Trust Fund Expenses (or as otherwise described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payments of Expenses" in this prospectus supplement), or payable to any party other than a KinderCare Portfolio Pari Passu Noteholder, in each case pursuant to the Pooling and Servicing Agreement, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2, the holder of the KinderCare Portfolio Pari Passu Note A-3 and the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro rata portion, based on the then outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, of such default interest; (vi) sixth, any amounts that represent late payment charges, other than default interest, actually collected on the KinderCare Portfolio Whole Loan, to the extent not applied to Advance Interest or Additional Trust Fund Expenses (or as otherwise described under "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payments of Expenses" in this prospectus supplement), or payable to any party other than a KinderCare Portfolio Pari Passu Noteholder, in each case pursuant to the Pooling and Servicing Agreement, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2, the holder of the KinderCare Portfolio Pari Passu Note A-3 and the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro rata portion, based on the then outstanding principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, of such amounts; and (vii) seventh, if any excess amount is paid by the related borrower and is not required to be returned to the related borrower or to a party other than a KinderCare Portfolio Pari Passu Noteholder pursuant to the Pooling and Servicing Agreement and not otherwise applied in S-92 accordance with the foregoing clauses (i) through (vi) of this paragraph, to the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Senior Portion), the holder of the KinderCare Portfolio Pari Passu Note A-2, the holder of the KinderCare Portfolio Pari Passu Note A-3 and the holder of the KinderCare Portfolio Pari Passu Note A-1 (in respect of the KC Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro rata portion, based on the original principal balances of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, of such excess. Cure Rights. See "Description of the Mortgage Pool--KC Pari Passu Note A-1 Component Mortgage Loan--Cure Rights" in this prospectus supplement. Purchase Option. Upon the KinderCare Portfolio Whole Loan becoming (i) delinquent 60 days or more in respect of a monthly payment (not including the balloon payment) or (ii) delinquent in respect of its balloon payment unless the Master Servicer has, on or prior to the due date of such balloon payment, received written evidence from an institutional lender of such lender's binding commitment to refinance the KinderCare Portfolio Whole Loan within 60 days after the due date of such balloon payment, in either case such delinquency to be determined without giving effect to any grace period permitted by the Mortgage Loan documents and without regard to any acceleration of payments under the Mortgage Loan documents, or (iii) as to which the Master Servicer or Special Servicer has, by written notice to the related mortgagor, accelerated the maturity, the KC Pari Passu Note A-1 Controlling Class Holder, until the outstanding principal balance of the KC Pari Passu Note A-1 Subordinate Components have been reduced to zero (at which point there will be no such purchase right) (the "KinderCare Portfolio Purchase Option Holder"), will have the right (but not the obligation) prior to any other party to purchase the KinderCare Portfolio Whole Loan at the KinderCare Portfolio Repurchase Price and, upon written notice and subject to the timing requirements in the KinderCare Portfolio Intercreditor Agreement, the Special Servicer will be required to sell the KinderCare Portfolio Whole Loan to the KinderCare Portfolio Purchase Option Holder on a mutually designated date. Following the reduction of the KC Pari Passu Note A-1 Junior Portion to zero, no person will have a preferential option to purchase the entire KinderCare Portfolio Whole Loan. However, the KinderCare Portfolio Pari Passu Note A-1 itself will be subject to the Defaulted Mortgage Loan Purchase Option procedures described in this prospectus supplement under "Servicing of the Mortgage Loans--Defaulted Mortgage Loans; Purchase Option". The "KinderCare Portfolio Repurchase Price" means, with respect to the KinderCare Portfolio Whole Loan, a cash price equal to the sum of, without duplication, (a) the principal balances of the KC Pari Passu Note A-1 Senior Portion, the KC Pari Passu Note A-1 Junior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, as applicable, (b) accrued and unpaid interest thereon from the payment date under the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, as applicable, as to which interest was last paid in full by the borrower up to and including the end of the interest accrual period relating to the payment date next following the date the purchase occurred, (c) all unreimbursed advances with respect to the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, as applicable, together with interest thereon at the reimbursement rate under the Pooling and Servicing Agreement, including any master servicing compensation and special servicing compensation, (d) certain unreimbursed costs and expenses with respect to the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, as applicable, (e) any other additional trust fund expenses with respect to the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC Pari Passu Note A-1 Junior Portion, as applicable, and (f) any liquidation fees payable in connection with the purchase of the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and the KC S-93 Pari Passu Note A-1 Junior Portion, as applicable; provided, however, that the KinderCare Portfolio Repurchase Price will not be reduced by any outstanding principal and/or interest advance. Servicing and Termination of the Special Servicer. If the Master Servicer, the Special Servicer or the Trustee makes any Servicing Advance that becomes a Nonrecoverable Advance or pays any fees, costs or expenses that related directly to the servicing of the KinderCare Portfolio Pari Passu Note A-1, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 as to which such party is entitled to be reimbursed pursuant to the Pooling and Servicing Agreement (including Master Servicing Fees, Special Servicing Fees, Liquidation Fees and Workout Fees) and such party is unable to recover any proportionate share of such Servicing Advance, fees, costs or expenses, including interest thereon, as contemplated above, the holders of such note will be jointly and severally liable for such Servicing Advance, fees, costs or expenses, including interest thereon. If any of the KinderCare Portfolio Pari Passu Note A-1, the KinderCare Portfolio Pari Passu Note A-2 or the KinderCare Portfolio Pari Passu Note A-3 is an asset of a securitization, the related trust will assume, as the holder of the applicable note, the foregoing obligations and the Master Servicer, the Special Servicer or the Trustee, as the case may be, may seek the entire unpaid balance of such Servicing Advance, fees, costs or expenses, including interest thereon, from general collections in the related trust's collection account. See also "Description of the Mortgage Pool--KC Pari Passu Note A-1 Component Mortgage Loan" in this prospectus supplement. The KC Pari Passu Note A-1 Controlling Holder has limited rights of consultation and consent with respect to certain servicing decisions. In addition, prior to the occurrence and continuance of a KC Pari Passu Note A-1 Control Appraisal Period, the KC Pari Passu Note A-1 Controlling Holder is permitted to remove the Special Servicer (solely with respect to the KinderCare Portfolio Whole Loan) with or without cause and to appoint a new Special Servicer (solely with respect to the KinderCare Portfolio Whole Loan) as more particularly described in this prospectus supplement under Servicing of the Mortgage Loans--Termination of the Special Servicer". KC PARI PASSU NOTE A-1 COMPONENT MORTGAGE LOAN The ownership interest in Loan No. 59414 (the "KC Pari Passu Note A-1 Component Mortgage Loan") will be split into a senior interest (the "KC Pari Passu Note A-1 Senior Component") and six subordinate interests (the "KC Pari Passu Note A-1 Subordinate Components"). The KC Pari Passu Note A-1 Subordinate Components consist of the "KC-A Component", the "KC-B Component", the "KC-C Component", the "KC-D Component", the "KC-E Component" and the "KC-F Component". See also Ten Largest Mortgage Loan Descriptions--KinderCare Portfolio" in Annex E to this prospectus supplement. The Cut-off Date Balance of the KC Pari Passu Note A-1 Senior Component will equal approximately $150,000,000, representing 5.5% of the Initial Pool Balance. Distributions. All distributions of principal and interest with respect to the KC Pari Passu Note A-1 Senior Component will be distributed to the Certificates as described in this prospectus supplement. The holders of the KC Pari Passu Note A-1 Subordinate Components are entitled on any Distribution Date only to amounts collected on the KC Pari Passu Note A-1 Component Mortgage Loan to the extent remaining after the application of such collections to distributions on such Distribution Date in respect of the KC Pari Passu Note A-1 Senior Component as described in this prospectus supplement under "Description of the Certificates--Distributions--Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan"; provided, however, Prepayment Premiums (if any) actually collected in respect of the KC Pari Passu Note A-1 Component Mortgage Loan will be allocated to the KC Pari Passu Note A-1 Senior Portion and the KC Pari Passu Note A-1 Junior Portion, pro rata, based on their outstanding principal balances. Cure Rights. In the event that the borrower fails to make any payment of principal or interest on the KinderCare Portfolio Whole Loan, resulting in a monetary event of default, the KC Pari Passu Note A-1 Controlling Holder will have the right to cure such monetary event of default, but may cure no more than three consecutive or six total monetary events of default. The KC Pari Passu Note A-1 Controlling Holder also has the right to cure certain non-monetary events of default. S-94 Notwithstanding the foregoing, the KC Pari Passu Note A-1 Controlling Holder will not be permitted to cure more than three consecutive defaults nor will it be permitted to cure more than six defaults over the loan term. Purchase Option. If the KC Pari Passu Note A-1 Component Mortgage Loan becomes a Defaulted Mortgage Loan, the KC Pari Passu Note A-1 Controlling Holder will have the option, but not the obligation, subject to the option of the KinderCare Portfolio Purchase Option Holder, to purchase the KC Pari Passu Note A-1 Component Mortgage Loan (including the KC Pari Passu Note A-1 Subordinate Components) from the Trust Fund at a price equal to the Purchase Price thereof. The Purchase Price paid in connection with such purchase will be applied as described under "Description of the Certificates--Distributions--Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan". For more information regarding the relationship between the KC Pari Passu Note A-1 Senior Component and the KC Pari Passu Note A-1 Subordinate Components, see "Description of the Certificates" in this prospectus supplement. TEN LARGEST MORTGAGE LOANS Certain of the larger Mortgage Loans (by outstanding principal balance) are described below in the following table and text. Terms used below relating to underwriting or property characteristics have the meaning assigned to such term in the "Glossary of Principal Definitions" in this prospectus supplement. The balances and other numerical information used to calculate various ratios with respect to component mortgage loans, split loan structures and certain other Mortgage Loans are explained under "Glossary of Principal Definitions" in this prospectus supplement. The following table and summaries describe the ten largest Mortgage Loans in the Mortgage Pool by Cut-off Date Balance: % OF CUT-OFF INITIAL DATE POOL PROPERTY LOAN NAME BALANCE BALANCE TYPE - ------------------------------ ----------------- --------- ------------- 277 Park Avenue .............. $ 260,000,000 9.5% Office KinderCare Portfolio ......... 150,000,000 5.5 Other InTown Suites Portfolio ................... 125,815,376 4.6 Hotel Summit at Warner Center ...................... 120,000,000 4.4 Multifamily Burnett Plaza ................ 114,200,000 4.2 Office Paramus Park Mall ............ 109,743,317 4.0 Retail Omni Hotel -- San Diego ....................... 105,000,000 3.8 Hotel ODS Tower .................... 78,500,000 2.9 Office 2001 K Street ................ 67,000,000 2.4 Office River Ranch Apartments .................. 57,000,000 2.1 Multifamily -------------- ---- TOTAL/WTD AVG. ............... $1,187,258,693 43.3% ============== ==== CUT-OFF MATURITY/ARD DATE DATE LTV LTV UNDERWRITTEN MORTGAGE LOAN NAME RATIO RATIO DSCR RATE - ------------------------------ --------- ------------- -------------- ---------------------- 277 Park Avenue .............. 41.7% 41.7% 2.64x 4.647%(1)(2) KinderCare Portfolio ......... 40.9% 35.2% 3.27x 5.123%(1)(2) InTown Suites Portfolio ................... 59.1% 44.9% 1.97x 5.336%(1) Summit at Warner Center ...................... 57.1% 57.1% 2.04x 4.900% Burnett Plaza ................ 79.9% 70.8% 1.52x 5.016%(1) Paramus Park Mall ............ 58.7% 48.3% 1.82x 4.864% Omni Hotel -- San Diego ....................... 61.0% 55.9% 2.16x 5.651%(1) ODS Tower .................... 67.1% 67.1% 1.59x 5.626%(1) 2001 K Street ................ 46.2% 38.5% 1.78x 5.380% River Ranch Apartments .................. 64.8% 64.8% 1.84x 4.970% TOTAL/WTD AVG. ............... 55.0% 50.0% 2.21X 5.072%(1) - ---------- (1) Interest rate rounded to three decimals. (2) Interest rate subject to change prior to pricing. Summaries of certain additional information with respect to each of the ten largest Mortgage Loans detailed above can be found in Annex E to this prospectus supplement. S-95 ADDITIONAL MORTGAGE LOAN INFORMATION General. For a detailed presentation of certain characteristics of the Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular format, see Annex A1 to this prospectus supplement. Certain capitalized terms that appear in this prospectus supplement are defined in "Glossary of Principal Definitions" in this prospectus supplement. See Annex B to this prospectus supplement for certain information with respect to capital improvement, replacement, tax, insurance and tenant improvement reserve accounts, as well as certain other information with respect to multifamily mortgaged properties, other than manufactured housing properties. Delinquencies. As of the Cut-off Date, none of the Mortgage Loans will have been 30 days or more delinquent in respect of any Monthly Payment since origination. All of the Mortgage Loans were originated during the 28 months prior to the Cut-off Date. Tenant Matters. Fifty-nine of the office, retail, industrial and warehouse facility Mortgaged Properties, which represent security for 41.4% of the Initial Pool Balance are leased in part to one or more Major Tenants. The top two concentrations of Major Tenants with respect to more than one property (groups of Mortgage Loans where the same company is a Major Tenant of each Mortgage Loan in the group) represent 1.3% and 0.7% of the Initial Pool Balance. In addition, there are several cases in which a particular entity is a tenant at multiple Mortgaged Properties, and although it may not be a Major Tenant at any such property, it may be significant to the success of such properties. Certain of the Multifamily Mortgaged Properties have material concentrations of student tenants. Ground Leases and Other Non-Fee Interests. Thirteen Mortgage Loans which represent 10.5% of the Initial Pool Balance are, in each such case, secured in whole or in part by a Mortgage on the applicable borrower's leasehold interest in the related Mortgaged Property. Generally, either (i) the lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the related Mortgage Loan or (ii) the lessor has agreed to give the holder of the Mortgage Loan notice of, and has granted such holder the right to cure, any default or breach by the lessee. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the accompanying prospectus. The ground leases relating to two Mortgage Loans (Loan No. 20051342 and Loan No. 20050765) representing 1.4% and 1.2%, respectively, of the Initial Pool Balance as of the Cut-off Date) grant the ground lessee the option to purchase the related fee interest for a nominal consideration. Such purchase option may be exercised with respect to Loan No. 20051342 upon the expiration of the ground lease and may be exercised with respect to the Loan No. 20050765 at any time though a purchase of that fee interest by the ground lessee will terminate certain tax incentives the mortgage property is currently entitled to receive. Additional Financing. The existence of subordinated indebtedness encumbering a Mortgaged Property may increase the difficulty of refinancing the related Mortgage Loan at maturity and the possibility that reduced cash flow could result in deferred maintenance. Also, in the event that the holder of the subordinated debt files for bankruptcy or is placed in involuntary receivership, foreclosure on the Mortgaged Property could be delayed. In general, the Mortgage Loans either prohibit the related borrower from encumbering the Mortgaged Property with additional secured debt or require the consent of the holder of the first lien prior to that encumbrance. S-96 Certain information about additional debt that has been or may be incurred is as set forth in the following table: NUMBER OF MORTGAGE % OF INITIAL TYPE OF ADDITIONAL DEBT(1) LOANS POOL BALANCE - ------------------------------- ---------- ------------- Future ........................ 30 31.6% Secured ...................... 6 1.0% Unsecured(2) ................. 23 30.6% Secured or Unsecured ......... 1 0.0% Existing ...................... 4 16.1% Secured ...................... 1 0.7% Unsecured(2) ................. 1 0.5% Secured or Unsecured ......... 2 15.0% - ---------- (1) Future and Existing Debt includes Mezzanine Debt. (2) Excludes unsecured trade payables. o In the case of one Mortgage Loan (Loan No. 16310) representing 0.7% of the Initial Pool Balance, there is existing secured subordinate debt in the amount of $1,600,000. o In the case of two Mortgage Loans (Loan Nos. 58948 and 59295), representing 0.4% of the Initial Pool Balance, the related borrowers are permitted to incur unsecured subordinate debt, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, but not limited to, certain loan-to-value ratio tests and certain debt service coverage ratio tests. o In the case of one Mortgage Loan (Loan No. 15191), representing 0.3% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by the related Mortgaged Property, solely in connection with an assumption of the loan which has been approved by mortgagee and which occurs any time following the related defeasance lockout period, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) the Mortgaged Property satisfying a minimum debt-service-coverage ratio of 1.50 to 1.00, and (ii) a maximum loan-to-value ratio of 70% and (iii) the execution of an intercreditor and subordination agreement in recordable form satisfactory to mortgagee. o In the case of one Mortgage Loan (Loan No. 15260), representing 0.2% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by a pledge of the membership interests of the borrower, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) a maximum loan-to-value ratio of 85% and (iii) the execution of an subordination agreement in form and content satisfactory to lender in its sole discretion. o In the case of one Mortgage Loan (Loan No. 14805), representing 0.2% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) 24 months having elapsed from the date of the deed of trust, (ii) the Mortgaged Property satisfying a minimum debt-service-coverage ratio of 1.20 to 1.00, (iii) a maximum loan-to-value ratio of 80% and (iv) the execution of an intercreditor and subordination agreement in recordable form satisfactory to mortgagee. o In the case of one Mortgage Loan (Loan No. 15262), representing 0.2% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) 36 months having elapsed from the date of the securitization of the loan, (ii) the Mortgaged Property satisfying a minimum S-97 debt-service-coverage ratio of 1.30 to 1.00, (iii) a maximum loan-to-value ratio of 75% and (iv) the execution of a subordination agreement in form and content satisfactory to lender in its reasonable discretion. o In the case of one Mortgage Loan (Loan No. 13734), representing 0.2% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) 24 months having elapsed from the date of the securitization of the loan, (ii) the Mortgaged Property satisfying a minimum debt-service-coverage ratio of 1.25 to 1.00, (iii) a maximum loan-to-value ratio of 80% and (iv) the execution of a subordination agreement in form and content satisfactory to lender in its reasonable discretion. o In the case of one Mortgage Loan (Loan No. 13388), representing 0.1% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) the Mortgaged Property satisfying a minimum debt-service-coverage ratio of 1.25 to 1.00, (ii) a maximum loan-to-value ratio of 75% and (iii) the subordinate debt not being put in place until July 1, 2007. o In the case of one Mortgage Loan (Loan No. 14785), representing 0.1% of the Initial Pool Balance, the related borrower is permitted to incur subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) 36 months having elapsed from the date of the securitization of the loan, (ii) the net operating income from the Mortgaged Property satisfying a minimum debt-service-coverage ratio of 1.30 to 1.00, (iii) a maximum loan-to-value ratio of 75% and (iv) the execution of a subordination agreement in form and content satisfactory to lender in its sole discretion. o In the case of one Mortgage Loan (Loan No. 14252), representing 0.1% of the Initial Pool Balance, the related Mortgage provides that the borrower may incur debt upon any distribution to a partner of the borrower, which such partner loans back to the borrower, subject to a maximum of $200,000, and which amount is unsecured and subordinate to the Mortgage Loan. o In the case of one Mortgage Loan (Loan No. 15629), representing 0.0% of the Initial Pool Balance, the related borrower is permitted to incur subordinate secured or unsecured debt, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, among other things (i) 24 months having elapsed from the date of the securitization of the loan, (ii) the Mortgaged Property satisfying a minimum debt-service- coverage ratio of 1.40 to 1.00, (iii) a maximum loan-to-value ratio of 75% and (iv) the execution of a subordination agreement in form and content satisfactory to lender in its reasonable discretion. In addition, the borrower, a revocable trust, is permitted to incur unsecured subordinate debt. Regardless of whether the terms of a Mortgage Loan prohibit the incurrence of subordinate debt, the related borrower may be permitted to incur additional indebtedness secured by furniture, fixtures and equipment, and to incur additional unsecured indebtedness. In addition, although the Mortgage Loans generally restrict the transfer or pledging of general partnership and managing member interests in a borrower, subject to certain exceptions, the terms of the Mortgage Loans generally permit, subject to certain limitations, the transfer or pledge of a less than controlling portion of the limited partnership or managing membership equity interests in a borrower. Moreover, in general the parent entity of any borrower that does not meet the single purpose entity criteria may not be restricted in any way from incurring mezzanine or other debt not secured by the related Mortgaged Property. S-98 Certain information about mezzanine debt that has been or may be incurred is as set forth in the following table: NUMBER OF MORTGAGE % OF INITIAL TYPE OF MEZZANINE DEBT LOANS POOL BALANCE - ------------------------ ---------- ------------- Future ................. 19 29.5% Existing ............... 3 15.4 -- ---- TOTAL .................. 22 44.9% == ==== o In the case of 19 Mortgage Loans, representing 29.5% of the Initial Pool Balance, the related Mortgage Loan documents permit the direct and/or indirect owners of the borrowing entity(ies) to incur mezzanine debt, subject to the satisfaction of certain conditions contained in the related Mortgage Loan documents, including, but not limited to, certain loan-to-value ratio tests, certain debt service coverage ratio tests and applicable rating agency "no downgrade" confirmations. For each of the Mortgage Loans with existing mezzanine debt (Loan Nos. 59414, 59147 and 20051273), the related mezzanine lender has entered into a mezzanine intercreditor agreement with the mortgagee, pursuant to which the related mezzanine lender, among other things, (x) has agreed, under certain circumstances, not to enforce its rights to realize upon collateral securing the mezzanine loan or take any exercise enforcement action with respect to the mezzanine loan without written confirmation from the Rating Agencies that such enforcement action would not cause the downgrade, withdrawal or qualification of the then current ratings of the Certificates, (y) has subordinated the mezzanine loan documents to the related Mortgage Loan documents and (z) has the option to purchase the related Mortgage Loan if such Mortgage Loan becomes defaulted or to cure the default as set forth in such mezzanine intercreditor agreement. Certain information about the 277 Park Avenue Mortgage Laon and the KC Pari Passu Note A-1 Component Mortgage Loan is set forth in the following table: PRINCIPAL BALANCE AS OF NAME THE CUT-OFF DATE - ------------------------------------------------------------------- ----------------- 277 Park Avenue Whole Loan(1) ..................................... $500,000,000 277 Park Avenue Pari Passu Note A-1 Mortgage Loan ................ $260,000,000 277 Park Avenue Pari Passu Note A-2 Mortgage Loan ................ $240,000,000 KinderCare Portfolio Whole Loan(2) ................................ $650,000,000 KC Portfolio Pari Passu Note A-1 Component Mortgage Loan ......... $350,000,000 KC Pari Passu Note A-1 Senior Component ........................ $150,000,000 KC Pari Passu Note A-1 Subordinate Components .................. $200,000,000 KinderCare Portfolio Pari Passu Note A-2 ......................... $150,000,000 KinderCare Portfolio Pari Passu Note A-3 ......................... $150,000,000 - ---------- (1) "277 Park Avenue Whole Loan" refers to the entire mortgage loan secured by the Mortgaged Property known as 277 Park Avenue. Such mortgage loan is evidenced by two pari passu notes, designated as Note A-1 and Note A-2. " 277 Park Avenue Pari Passu Note A-1 Mortgage Loan" refers to the portion of the whole loan that is evidenced by Note A-1 which is included in the Trust Fund, representing 9.5% of the Initial Pool Balance backs the Offered Certificates and is included in the Initial Pool Balance. "277 Park Avenue Pari Passu Note A-2" refers to the portion of the whole loan that is evidenced by Note A-2 which is not included in the Trust Fund. (2) "KinderCare Portfolio Whole Loan" refers to the entire mortgage loan secured by the Mortgaged Property known as the KinderCare Portfolio. The KinderCare Portfolio Whole Loan is evidenced by three pari passu notes, designated as note A-1, note A-2 and note A-3. "KC Pari Passu Note A-1 Component Mortgage Loan" refers to the portion of the whole loan that is evidenced by note A-1, representing 5.5% of the Initial Pool Balance. The KC Pari Passu Note A-1 Component Mortgage Loan is in turn divided into a senior component and six subordinate components as described in this prospectus supplement under "Description of the Mortgage Pool--KinderCare Portfolio Whole Loan" and "--KC Pari Passu Note A-1 Component Mortgage Loan". While both the KC Pari Passu Note A-1 Senior Component and the KC Pari Passu Note A-1 Subordinate Components are included in the Trust Fund, only the KC Pari Passu Note A-1 S-99 Senior Component backs the Offered Certificates and only such senior component is included in the Initial Pool Balance. The KC Pari Passu Note A-1 Subordinate Components back only the Class KC Certificates, which are not offered hereby (although the Offered Certificates benefit from the subordination of the KC Pari Passu Note A-1 Subordinate Components as described in this prospectus supplement under "Description of the Mortgage Pool--KinderCare Portfolio Whole Loan" and "--KC Pari Passu Note A-1 Component Mortgage Loan"). "KinderCare Portfolio Pari Passu Note A-2" refers to the portion of the whole loan that is evidenced by note A-2. "KinderCare Portfolio Pari Passu Note A-3" refers to the portion of the whole loan that is evidenced by note A-3. The KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 are not included in the Trust Fund and do not back or otherwise benefit any of the Certificates. Except as described above, we do not know whether the respective borrowers under the Mortgage Loans have any other indebtedness outstanding. See "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the accompanying prospectus. Lender/Borrower Relationships. The Mortgage Loan Sellers, the Depositor or any of their affiliates may maintain certain banking or other relationships with borrowers under the Mortgage Loans or their affiliates, and proceeds of the Mortgage Loans may, in certain limited cases, be used by such borrowers or their affiliates in whole or in part to pay indebtedness owed to the Mortgage Loan Sellers, the Depositor or such other entities. CERTAIN UNDERWRITING MATTERS Environmental Assessments. Each of the Mortgaged Properties was subject to an environmental site assessment, an environmental site assessment update or a transaction screen that was performed by an independent third-party environmental consultant with respect to each Mortgaged Property securing a Mortgage Loan in connection with the origination of such Mortgage Loan. In some cases, a third-party consultant also conducted a Phase II environmental site assessment of a Mortgaged Property. With respect to an Environmental Report, if any, (i) no such Environmental Report provides that as of the date of the report there is a material violation of applicable environmental laws with respect to any known circumstances or conditions relating to the related Mortgaged Property; or (ii) if any such Environmental Report does reveal any such circumstances or conditions with respect to the related Mortgaged Property and such circumstances or conditions have not been subsequently remediated in all material respects, then generally, with certain exceptions, one or more of the following was the case: (A) a party not related to the related borrower was identified as a responsible party for such conditions or circumstances, (B) the related borrower was required to provide additional security and/or to obtain an operations and maintenance plan, (C) the related borrower provided a "no further action" letter or other evidence acceptable to the related Mortgage Loan Seller, in its sole discretion, that applicable federal, state or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such condition or circumstance, (D) such conditions or circumstances were investigated further and based upon such additional investigation, and independent environmental consultant recommended no further investigation or remediation, (E) the expenditure of funds reasonably estimated to be necessary to effect such remediation is the lesser of (a) 10% of the outstanding principal balance of the related Mortgage Loan and (b) two million dollars, (F) there exists an escrow of funds reasonably estimated to be sufficient for purposes of effecting such remediation, (G) the related borrower or another responsible party is currently taking such actions, if any, with respect to such circumstances or conditions as have been required by the applicable governmental regulatory authority, (H) the related Mortgaged Property is insured under a policy of insurance, subject to certain per occurrence and aggregate limits and a deductible, against certain losses arising from such circumstances and conditions or (I) a responsible party provided a guaranty or indemnity to the related borrower to cover the costs of any required investigation, testing, monitoring or remediation. There can be no assurance, however, that a responsible party will be financially able to address the subject condition or compelled to do so. See "Risk Factors--Risks Related to the Mortgage Loans--Adverse Environmental Conditions May Reduce Cash Flow from a Mortgaged Property" for more information regarding the environmental condition of certain Mortgaged Properties. S-100 The Mortgage Loan Sellers will not make any representation or warranty with respect to environmental conditions arising after the Delivery Date, and will not be obligated to repurchase or substitute for any Mortgage Loan due to any such condition. Generally. Certain federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials. Such laws, as well as common law, may impose liability for releases of or exposure to asbestos containing materials and may provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with such releases. Owners of residential housing constructed prior to 1978 are required by federal law to disclose to potential residents or purchasers any known lead-based paint hazards and violations can incur treble damages for any failure to so notify. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning, and the owner of a property where such circumstances exist may be held liable for such injuries and for the costs of removal or encapsulation of the lead-based paint. Testing for lead-based paint or lead in the water was conducted with respect to certain of the Mortgaged Properties, generally based on the age and/or condition thereof. The Environmental Protection Agency has identified certain health risks associated with elevated radon gas in buildings, and has recommended that certain mitigating measures be considered. When recommended by Environmental Reports, operations and maintenance plans (addressing in some cases asbestos containing materials, lead-based paint, and/or radon) were generally required, except in the case of certain Mortgaged Properties where the environmental consultant conducting the assessment also identified the condition of the asbestos containing materials as good and non-friable (i.e., not easily crumbled). In certain instances where related Mortgage Loan documents required the submission of operations and maintenance plans, these plans have yet to be received. There can be no assurance that recommended operations and maintenance plans have been or will continue to be implemented. In many cases, certain potentially adverse environmental conditions were not tested for. For example, lead based paint and radon were tested only with respect to Multifamily Mortgaged Properties and only if, in the case of lead based paint, the age of the Mortgaged Property warranted such testing and, in the case of radon, radon is prevalent in the geographic area where the Mortgaged Property is located; however, at several Multifamily Mortgaged Properties located in geographic areas where radon is prevalent, radon testing was not conducted. None of the testing referenced in the preceding sentence was conducted in connection with a manufactured housing property. Certain of the Mortgaged Properties have off-site leaking underground storage tank sites located nearby which the Environmental Reports either have indicated are not likely to contaminate the related Mortgaged Properties but may require future monitoring or have identified a party not related to the borrower as responsible for such condition. Certain other Mortgaged Properties may contain contaminants in the soil or groundwater at levels which the environmental consultant has advised are below regulatory levels or otherwise are indicative of conditions typically not of regulatory concern and are not likely to require any further action. In some cases, there was no further investigation of a potentially adverse environmental condition, but in other cases, the potentially adverse environmental condition is being monitored. In certain instances where the related Mortgage Loan documents required underground storage tank repair or removal and the submission of a confirmation that this work has been performed, the confirmations have yet to be received. The information contained in this prospectus supplement regarding environmental conditions at the Mortgaged Properties is based on the Environmental Reports and has not been independently verified by the Depositor, the Mortgage Loan Sellers, the Underwriters, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or any of their respective affiliates. There can be no assurance that the Environmental Reports identified all environmental conditions and risks, or S-101 that any such environmental conditions will not have material adverse effect on the value or cash flow of the related Mortgaged Property. The Pooling and Servicing Agreement requires that the Special Servicer obtain an environmental site assessment of a Mortgaged Property prior to acquiring title thereto or assuming its operation. In the event a Phase I environmental site assessment already exists that is less than 12 months old, a new assessment will not be required under the Pooling and Servicing Agreement. In the event a Phase I environmental site assessment already exists that is between 12 and 18 months old, only an updated data base search will be required. Such requirement precludes enforcement of the security for the related Mortgage Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the Trust will become liable for a material adverse environmental condition at the Mortgaged Property. However, there can be no assurance that the requirements of the Pooling and Servicing Agreement will effectively insulate the Trust from potential liability for a materially adverse environmental condition at any Mortgaged Property. See "Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this prospectus supplement and "The Pooling and Servicing Agreements-- Realization Upon Defaulted Mortgage Loans", "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Adverse Environmental Conditions May Subject a Mortgage Loan to Additional Risk" and "Certain Legal Aspects of Mortgage Loans--Environmental Considerations" in the accompanying prospectus. Property Condition Assessments. Inspections of each of the Mortgaged Properties were conducted by independent licensed engineers in connection with or subsequent to the origination of the related Mortgage Loan, except that in connection with certain Mortgage Loans having an initial principal balance of $2,000,000 or less, a site inspection may not have been performed in connection with the origination of any such Mortgage Loan. Such inspections were generally commissioned to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a Mortgaged Property. With respect to certain of the Mortgage Loans, the resulting reports indicated a variety of deferred maintenance items and recommended capital improvements. The estimated cost of the necessary repairs or replacements at a Mortgaged Property was included in the related property condition assessment; and, in the case of certain Mortgaged Properties, such estimated cost exceeded $100,000. In general, with limited exception, cash reserves were established, or other security obtained, to fund or secure the payment of such estimated deferred maintenance or replacement items. In addition, various Mortgage Loans require monthly deposits into cash reserve accounts to fund property maintenance expenses. Appraisals and Market Studies. An independent appraiser that was either a member of the MAI or state certified performed an appraisal (or updated an existing appraisal) of each of the related Mortgaged Properties in connection with the origination of each Mortgage Loan in order to establish the appraised value of the related Mortgaged Property or Properties. Such appraisal, appraisal update or property valuation was prepared on or about the "Appraisal Date" indicated on Annex A1 hereto, and except for certain Mortgaged Properties involving operating businesses, the appraiser represented in such appraisal or in a letter or other agreement that the appraisal conformed to the appraisal guidelines set forth in USPAP. In general, such appraisals represent the analysis and opinions of the respective appraisers at or before the time made, and are not guarantees of, and may not be indicative of, present or future value. There can be no assurance that another appraiser would not have arrived at a different valuation, even if such appraiser used the same general approach to and same method of appraising the property. In addition, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a Mortgaged Property under a distress or liquidation sale. None of the Depositor, the Mortgage Loan Sellers, the Underwriters, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or any of their respective affiliates has prepared or conducted its own separate appraisal or reappraisal of any Mortgaged Property. S-102 Zoning and Building Code Compliance. Each Mortgage Loan Seller has generally examined whether the use and operation of the related Mortgaged Properties were in material compliance with all zoning, land-use, ordinances, rules, regulations and orders applicable to such Mortgaged Properties at the time such Mortgage Loans were originated. Each Mortgage Loan Seller may have considered, among other things, legal opinions, certifications from government officials, zoning consultant's reports and/or representations by the related borrower contained in the related Mortgage Loan documents and information which is contained in appraisals and surveys, title insurance endorsements, or property condition assessments undertaken by independent licensed engineers. Certain violations may exist; however, no Mortgage Loan Seller has notice of any material existing violations with respect to the Mortgaged Properties securing such Mortgage Loans which materially and adversely affect (i) the value of the related Mortgaged Property as determined by the appraisal performed in connection with the origination of the related Mortgage Loan or (ii) the principal use of the Mortgaged Property as of the date of the related Mortgage Loan's origination. In some cases, the use, operation and/or structure of the related Mortgaged Property constitutes a permitted nonconforming use and/or structure that may not be rebuilt to its current state in the event of a material casualty event. With respect to such Mortgaged Properties, the related Mortgage Loan Seller has determined that in the event of a material casualty affecting the Mortgaged Property that: (1) the extent of the nonconformity is not material; (2) insurance proceeds together with the value of the remaining property would be available and sufficient to pay off the related Mortgage Loan in full; (3) the Mortgaged Property, if permitted to be repaired or restored in conformity with current law, would constitute adequate security for the related Mortgage Loan; or (4) the risk that the entire Mortgaged Property would suffer a material casualty to such a magnitude that it could not be rebuilt to its current state is remote. Although each Mortgage Loan Seller expects insurance proceeds to be available for application to the related Mortgage Loan in the event of a material casualty, no assurance can be given that such proceeds would be sufficient to pay off such Mortgage Loan in full. In addition, if the Mortgaged Property were to be repaired or restored in conformity with current law, no assurance can be given as to what its value would be relative to the remaining balance of the related Mortgage Loan or what would be the revenue-producing potential of the property. Hazard, Liability and Other Insurance. The Mortgage Loans generally require that each Mortgaged Property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan and 100% of the replacement cost of the improvements located on the related Mortgaged Property, and if applicable, that the related hazard insurance policy contain appropriate endorsements to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that, in the case of certain of the Mortgage Loans, the hazard insurance may be in such other amounts as was required by the related originators. In addition, if any material improvements on any portion of a Mortgaged Property securing any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, and flood insurance was available, a flood insurance policy meeting any requirements of the then-current guidelines of the Federal Insurance Administration is required to be in effect with a generally acceptable insurance carrier, in an amount representing coverage generally not less than the least of (a) the outstanding principal balance of the related Mortgage Loan, (b) the full insurable value of the related Mortgaged Property, (c) the maximum amount of insurance available under the National Flood Insurance Act of 1973, as amended, or (d) 100% of the replacement cost of the improvements located on the related Mortgaged Property. S-103 In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy. Each Mortgage Loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount generally equal to at least $1,000,000. Each Mortgage Loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the gross rental income from the related Mortgaged Property for not less than 12 months or the restoration period plus 180 days, except that business interruption insurance may not be required in cases where the tenant is required to continue paying rent in the event of a casualty. In general, the Mortgage Loans (including those secured by Mortgaged Properties located in California) do not require earthquake insurance. With respect to 229 of the Mortgaged Properties securing 39.4% of the Initial Pool Balance are located in areas that are considered a high earthquake risk. These areas include all or parts of the states of California, Arizona, Tennessee, Oregon, Washington, Utah, Mississippi, Kentucky and Nevada. No Mortgaged Property has a "probable maximum loss" or "PML" in excess of 20%. THE MORTGAGE LOAN SELLERS Bank of America, N.A. is a national banking association. The principal office of Bank of America, N.A. is in Charlotte, North Carolina. Bank of America, N.A. is a wholly-owned subsidiary of NB Holdings Corporation, which in turn is a wholly-owned subsidiary of Bank of America Corporation. Bank of America, N.A. is also the Master Servicer and is an affiliate of Banc of America Securities LLC, one of the underwriters, and Banc of America Commercial Mortgage Inc., the Depositor. The information set forth in this prospectus supplement concerning Bank of America, N.A. has been provided by Bank of America, N.A. Barclays Capital Real Estate Inc. is an indirect wholly-owned subsidiary of Barclays Bank PLC, and is a Delaware corporation and an affiliate of Barclays Capital Inc., one of the underwriters. Barclays Capital Real Estate Inc. maintains its principal office at 200 Park Avenue, New York, New York 10166. The information set forth in this prospectus supplement concerning Barclays Capital Real Estate Inc. has been provided by Barclays Capital Real Estate Inc. Bear Stearns Commercial Mortgage, Inc. is a wholly-owned subsidiary of Bear Stearns Mortgage Capital Corporation, and is a New York corporation and an affiliate of Bear, Stearns & Co. Inc., one of the underwriters. The principal offices of Bear Stearns Commercial Mortgage, Inc. are located at 383 Madison Avenue, New York, New York 10179. The information set forth in this prospectus supplement concerning Bear Stearns Commercial Mortgage, Inc. has been provided by Bear Stearns Commercial Mortgage, Inc. ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS On or prior to the Delivery Date, by agreement with the Depositor, each Mortgage Loan Seller with respect to the Mortgage Loans it is selling to the Depositor (except as described in the next paragraph) will assign and transfer such Mortgage Loans (including the KC Pari Passu Note A-1 Subordinate Components), without recourse, to the Depositor or, at the direction of the Depositor, to the Trustee for the benefit of the Certificateholders. In connection with such assignment, each of the Mortgage Loan Sellers will be required to deliver the following documents, among others, to the Trustee with respect to each of its related Mortgage Loans: S-104 (1) the original Mortgage Note, endorsed (without recourse) to the order of the Trustee or a lost note affidavit and an indemnity with a copy of such Mortgage Note; (2) the original or a copy of the related Mortgage(s) and, if applicable, originals or copies of any intervening assignments of such document(s), in each case (unless the particular document has not been returned from the applicable recording office) with evidence of recording thereon; (3) the original or a copy of any related assignment(s) of leases and rents (if any such item is a document separate from the Mortgage) and, if applicable, originals or copies of any intervening assignments of such document(s), in each case (unless the particular document has not been returned from the applicable recording office) with evidence of recording thereon; (4) other than with respect to a MERS Designated Mortgage Loan, an assignment of each related Mortgage in favor of the Trustee, in recordable form (except for, solely with respect to Mortgages sent for recording but not yet returned, any missing recording information with respect to such Mortgage) (or a certified copy of such assignment as sent for recording); (5) other than with respect to a MERS Designated Mortgage Loan, an assignment of any related assignment(s) of leases and rents (if any such item is a document separate from the Mortgage) in favor of the Trustee, in recordable form (except for any missing recording information with respect to such Mortgage) (or a certified copy of such assignment as sent for recording); (6) a title insurance policy (or copy thereof) effective as of the date of the recordation of the Mortgage Loan, together with all endorsements or riders thereto (or if the policy has not yet been issued, an original or copy or a written commitment "marked-up" at the closing of such Mortgage Loan, interim binder or the pro forma title insurance policy evidencing a binding commitment to issue such policy); (7) other than with respect to a MERS Designated Mortgage Loan, an assignment in favor of the Trustee of each effective UCC financing statement in the possession of the transferor (or a certified copy of such assignment as sent for filing); (8) in those cases where applicable, an original or a copy of the related ground lease; (9) in those cases where applicable, a copy of any letter of credit relating to a Mortgage Loan; (10) in those cases where applicable, originals or copies of any written assumption, modification, written assurance and substitution agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed; (11) with respect to hospitality properties, a copy of the franchise agreement, an original copy of the comfort letter and any transfer documents with respect to such comfort letter, if any; and (12) a copy of the related mortgage loan checklist; provided, however, that with respect to any Mortgage for which the related assignment of mortgage, assignment of assignment of leases, security agreements and/or UCC financing statements have been recorded in the name of MERS or its designee, no assignment of mortgage, assignment of leases, security agreements and/or UCC financing statements in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer, at the direction of the related Mortgage Loan Seller, will take all actions as are necessary to cause the Trustee on behalf of the Trust to be shown as, and the Trustee will take all actions necessary to confirm that the Trustee on behalf of is shown as, the owner of the related Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. The Trustee is required to review the documents delivered thereto by each Mortgage Loan Seller with respect to each Mortgage Loan within a specified period following such delivery, and the S-105 Trustee will hold the related documents in trust. If there exists a breach of any of the delivery obligations made by a Mortgage Loan Seller as generally described in items (1) through (11) in the preceding paragraph, and that breach materially and adversely affects the interests of the Certificateholders with respect to the affected loan, then the related Mortgage Loan Seller will be obligated, except as otherwise described below, within a period of 90 days following the earlier of its discovery or receipt of notice of such omission or defect to (1) deliver the missing documents or cure the defect in all material respects, as the case may be, (2) repurchase (or cause the repurchase of) the affected Mortgage Loan at the Purchase Price or (3) other than with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan and the KC Pari Passu Note A-1 Component Mortgage Loan, substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the Substitution Shortfall Amount. If such defect or breach is capable of being cured but not within the 90 day period and the related Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such defect or breach within such 90 day period, then the related Mortgage Loan Seller will have, with respect to such Mortgage Loans only, an additional 90 days to complete such cure or, failing such cure, to repurchase (or cause the repurchase of) or substitute for the related Mortgage Loan (such possible additional cure period will not apply in the event of a defect that causes the Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or not to meet certain Code-specified criteria with respect to customary prepayment penalties or permissible defeasance). If (x) any Mortgage Loan is required to be repurchased or substituted as contemplated in this prospectus supplement, (y) such Mortgage Loan is a Crossed-Collateralized Mortgage Loan or is secured by a portfolio of Mortgaged Properties (which provides that a property may be uncrossed from the other Mortgaged Properties) and (z) the applicable defect or breach does not constitute a defect or breach, as the case may be, as to any related Crossed-Collateralized Mortgage Loan or applies to only specific Mortgaged Properties included in such portfolio (without regard to this paragraph), then the applicable defect or breach (as the case may be) will be deemed to constitute a defect or breach (as the case may be) as to any related Crossed-Collateralized Mortgage Loan and to each other Mortgaged Property included in such portfolio and the Mortgage Loan Seller which sold the loan to the Depositor will be required to repurchase or substitute for any related Crossed-Collateralized Mortgage Loan in the manner described above unless, in the case of a breach or defect, both of the following conditions would be satisfied if such Mortgage Loan Seller were to repurchase or substitute for only the affected Crossed-Collateralized Mortgage Loans or affected Mortgaged Properties as to which a breach had occurred without regard to this paragraph: (i) the debt service coverage ratio for any remaining Cross-Collateralized Mortgage Loans or Mortgaged Properties for the four calendar quarters immediately preceding the repurchase or substitution is the lesser of (a) the debt service coverage ratio immediately prior to the repurchase and (b) the debt service coverage ratio on the Delivery Date, subject to a floor of 1.25x and (ii) the loan-to-value ratio for any remaining Crossed-Collateralized Mortgage Loans or Mortgaged Properties is the greater of (a) the loan-to-value ratio immediately prior to the repurchase and (b) the loan-to-value ratio on the Delivery Date, subject to a cap of 75%. In the event that both of the conditions set forth in the preceding sentence would be so satisfied, such Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed-Collateralized Mortgage Loan or Mortgaged Properties as to which the defect or breach exists or to repurchase or substitute for the aggregate Crossed-Collateralized Mortgage Loans or Mortgaged Properties. The respective repurchase, substitution or cure obligations of each Mortgage Loan Seller described in this prospectus supplement will constitute the sole remedies available to the Certificateholders for any failure on the part of the related Mortgage Loan Seller to deliver any of the above-described documents with respect to any Mortgage Loan or for any defect in any such document, and neither the Depositor nor any other person will be obligated to repurchase the affected Mortgage Loan if the related Mortgage Loan Seller defaults on its obligation to do so. Notwithstanding the foregoing, if any of the above-described documents is not delivered with respect to any Mortgage Loan because such document has been submitted for recording, and neither such document nor a copy thereof, in either case with evidence of recording thereon, can be S-106 obtained because of delays on the part of the applicable recording office, then the related Mortgage Loan Seller will not be required to repurchase (or cause the repurchase of) the related Mortgage Loan on the basis of such missing document so long as the related Mortgage Loan Seller continues in good faith to attempt to obtain such document or such copy. The Pooling and Servicing Agreement requires that, unless recorded in the name of MERS, the assignments in favor of the Trustee with respect to each Mortgage Loan described in clauses (4), (5) and (7) of the first paragraph under this heading be submitted for recording in the real property records or filing with the Secretary of State, as applicable, of the appropriate jurisdictions within a specified number of days following the delivery at the expense of the related Mortgage Loan Seller. See "The Pooling and Servicing Agreements--Assignment of Mortgage Loans; Repurchases" in the accompanying prospectus. REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS Mortgage Loans. The Depositor will acquire the Mortgage Loans from each Mortgage Loan Seller pursuant to separate Mortgage Loan Purchase and Sale Agreements to be dated as of the Delivery Date. Pursuant to each Mortgage Loan Purchase and Sale Agreement, each Mortgage Loan Seller will represent and warrant solely with respect to the Mortgage Loans transferred by such Mortgage Loan Seller in each case as of the Delivery Date or as of such earlier date specifically provided in the related representation or warranty (subject to certain exceptions specified in each Mortgage Loan Purchase and Sale Agreement) among other things, substantially as follows: (1) the information set forth in the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement (which will contain a limited portion of the information set forth in Annex A1 to this prospectus supplement) with respect to the Mortgage Loans is true, complete and correct in all material respects as of the Cut-off Date; (2) based on the related lender's title insurance policy (or, if not yet issued, a pro forma title policy or a "marked-up" commitment), each Mortgage related to and delivered in connection with each Mortgage Loan constitutes a valid and, subject to the exceptions set forth in paragraph (3) below, enforceable first lien on the related Mortgaged Property, prior to all other liens and encumbrances, except for Permitted Encumbrances. (3) the Mortgage(s) and Mortgage Note for each Mortgage Loan and all other documents executed by or on behalf of the related borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan are the legal, valid and binding obligations of the related borrower (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with their respective terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and (b) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law, and except that certain provisions in such Mortgage Loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided by such Mortgage Loan documents; (4) no Mortgage Loan was, since origination, 30 days or more past due in respect of any Monthly Payment, without giving effect to any applicable grace period; (5) there is no valid defense, counterclaim or right of offset, abatement, diminution or rescission available to the related borrower with respect to any Mortgage Loan or Mortgage Note or other agreements executed in connection therewith; (6) there exists no material default, breach, violation or event of acceleration under any Mortgage Note or Mortgage in any such case to the extent the same materially and adversely affects the value of the Mortgage Loan and related Mortgaged Property; S-107 (7) in the case of each Mortgage Loan, the related Mortgaged Property is (a) not the subject of any proceeding pending for the condemnation of all or any material portion of any Mortgaged Property, and (b) free and clear of any damage caused by fire or other casualty which would materially and adversely affect its value as security for such Mortgage Loan (except in any such case where an escrow of funds or insurance coverage exists that is reasonably estimated to be sufficient to effect the necessary repairs and maintenance); (8) at origination, each Mortgage Loan complied with or was exempt from, all applicable usury laws; (9) in connection with the origination of the related Mortgage Loan, one or more environmental site assessments, an update of a previously conducted assessment or a transaction screen has been performed with respect to each Mortgaged Property and the Mortgage Loan Seller has no knowledge of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in an Environmental Report or borrower questionnaire; (10) each Mortgaged Property securing a Mortgage Loan is covered by a title insurance policy (or, if not yet issued, a pro forma title policy or a "marked-up" commitment) in the original principal amount of such Mortgage Loan after all advances of principal, insuring that the related Mortgage is a valid first priority lien on such Mortgaged Property subject only to the exceptions stated therein; (11) the proceeds of each Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property), and there is no obligation for future advances with respect thereto; (12) the terms of each Mortgage have not been impaired, waived, altered, satisfied, canceled, subordinated, rescinded or modified in any manner which would materially interfere with the benefits of the security intended to be provided by such Mortgage, except as specifically set forth in a written instrument in the related Mortgage File; (13) there are no delinquent property taxes, assessments or other outstanding charges affecting any Mortgaged Property securing a Mortgage Loan that are a lien of priority equal to or higher than the lien of the related Mortgage and that are not otherwise covered by an escrow of funds sufficient to pay such charge; (14) the related borrower's interest in each Mortgaged Property securing a Mortgage Loan includes a fee simple and/or leasehold estate or interest in real property and the improvements thereon; (15) no Mortgage Loan contains any equity participation by the mortgagee, is convertible by its terms into an equity ownership interest in the related Mortgaged Property or the related borrower, provides for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property or provides for the negative amortization of interest except for an ARD Loan to the extent described under "--Certain Terms and Conditions of the Mortgage Loans--Hyperamortization" above; and (16) the appraisal obtained in connection with the origination of each Mortgage Loan, based upon the representation of the appraiser in a supplemental letter or in the related appraisal, satisfies the appraisal guidelines set forth in Title XI of the Financial Institutions Reform Recovery and Enforcement Act of 1989 (as amended). In each Mortgage Loan Purchase and Sale Agreement, the related Mortgage Loan Seller will make certain representations concerning the priority and certain terms of ground leases securing those Mortgage Loans transferred by it. Each Mortgage Loan Seller will represent and warrant as of the Delivery Date, that, immediately prior to the transfer of its Mortgage Loans, such Mortgage Loan Seller had good and marketable title to, and was the sole owner of, its related Mortgage Loan and had full right and authority to sell, assign and transfer such Mortgage Loan. S-108 If a Mortgage Loan Seller discovers or is notified of a breach of any of the foregoing representations and warranties with respect to any Mortgage Loan and that breach materially and adversely affects the interests of the Certificateholders with respect to the affected loan, then the related Mortgage Loan Seller will be obligated, within a period of 90 days following the earlier of its discovery or receipt of notice of such defect or breach to cure such breach in all material respects, repurchase such Mortgage Loan at the applicable Purchase Price or substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount as described in this prospectus supplement. However, if such defect or breach is capable of being cured (but not within the 90 day period) and the related Mortgage Loan Seller has commenced and is diligently proceeding with cure of such defect or breach within 90 day period, the related Mortgage Loan Seller will have an additional 90 days to complete such cure or, failing such cure, to repurchase the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount as described in this prospectus supplement (such possible additional cure period will not apply on the event of a defect that causes the Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or not to meet certain Code-specified criteria with respect to customary prepayment penalties or permissible defeasance). The provisions regarding repurchase and substitution set forth for document defects in "--Assignment of the Mortgage Loans; Repurchase and Substitutions" above will also be applicable with respect to any Cross-Collateralized Mortgage Loan or Mortgage Loan secured by multiple properties. The foregoing cure, substitution or repurchase obligations described in the immediately preceding paragraph will constitute the sole remedy available to the Certificateholders for any breach of any of the foregoing representations and warranties, and neither the Depositor nor any other person will be obligated to repurchase any affected Mortgage Loan in connection with a breach of such representations and warranties if a Mortgage Loan Seller defaults on its obligation to do so. Each Mortgage Loan Seller will be the sole Warranting Party (as defined in the accompanying prospectus) in respect of the Mortgage Loans transferred by it. See "The Pooling and Servicing Agreements--Representations and Warranties; Repurchases" in the accompanying prospectus. In addition, as each of the foregoing representations and warranties by each Mortgage Loan Seller is made as of the Delivery Date or such earlier date specifically provided in the related representation and warranty, a Mortgage Loan Seller will not be obligated to cure or repurchase any Mortgage Loan or substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount as described in this prospectus supplement due to any breach arising from events subsequent to the date as of which such representation or warranty was made. CHANGES IN MORTGAGE POOL CHARACTERISTICS The description in this prospectus supplement of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as constituted on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if the Depositor deems such removal necessary or appropriate or if it is prepaid. The Depositor believes that the information set forth in this prospectus supplement is representative of the characteristics of the Mortgage Pool as constituted as of the Cut-off Date, although the range of Mortgage Rates and maturities, as well as the other characteristics of the Mortgage Loans described in this prospectus supplement, may vary. A Current Report on Form 8-K will be available to purchasers of the Offered Certificates on or shortly after the Delivery Date and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within fifteen days after the initial issuance of the Offered Certificates. In the event Mortgage Loans are removed from the Mortgage Pool as set forth in the preceding paragraph, such removal will be noted in the Current Report on Form 8-K. S-109 SERVICING OF THE MORTGAGE LOANS GENERAL The Master Servicer and the Special Servicer, either directly or through sub-servicers, will each be required to service and administer the respective Mortgage Loans (including the 277 Park Avenue Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3) for which it is responsible on behalf of the Trust, in the best interests and for the benefit of the Certificateholders and, in the case of each Whole Loan, each related Companion Holder (taking into account that the KC Pari Passu Note A-1 Subordinate Components are generally subordinated), as a collective whole, in accordance with any and all applicable laws, the terms of the Pooling and Servicing Agreement, and the respective Mortgage Loans (and, in the case of a Whole Loan, the related Intercreditor Agreement) and, to the extent consistent with the foregoing, the Servicing Standard. In general, the Master Servicer will be responsible for the servicing and administration of all the Mortgage Loans, (including the Serviced Whole Loan) pursuant to the terms of the Pooling and Servicing Agreement as to which no Servicing Transfer Event (as defined in this prospectus supplement) has occurred and all Corrected Mortgage Loans, and the Special Servicer will be obligated to service and administer each Specially Serviced Mortgage Loan (including if applicable, any Serviced Whole Loan) (other than a Corrected Mortgage Loan) and each REO Property. The Master Servicer will continue to collect information and prepare all reports to the Trustee required under the Pooling and Servicing Agreement with respect to any Specially Serviced Mortgage Loans and REO Properties, and further to render incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for in the Pooling and Servicing Agreement. The Master Servicer and the Special Servicer will not have any responsibility for the performance by each other of their respective duties under the Pooling and Servicing Agreement. The Special Servicer will prepare an Asset Status Report for each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later than 45 days after the servicing of such Mortgage Loan is transferred to the Special Servicer. Each Asset Status Report will be delivered to the Directing Certificateholder (as defined below), the Master Servicer, the Trustee and the Rating Agencies. If a Whole Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer will deliver an Asset Status Report to the Directing Certificateholder and the related Controlling Holder. The Directing Certificateholder or the related Controlling Holder, as applicable, may object in writing via facsimile or e-mail to any applicable Asset Status Report within ten business days of receipt; provided, however, the Special Servicer (i) will, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Status Report before the expiration of a ten business day period if it has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders and it has made a reasonable effort to contact the Directing Certificateholder or the related Controlling Holder, as applicable, and (ii) in any case, will determine whether such disapproval is not in the best interests of all the Certificateholders and, if a Whole Loan is involved, the related Companion Holders, as a collective whole, pursuant to the Servicing Standard. The Special Servicer will revise such Asset Status Report until the Directing Certificateholder or the KinderCare Portfolio Controlling Holder, as applicable, fails to disapprove such revised Asset Status Report as described above or until the earliest to occur of (i) the Special Servicer, in accordance with the Servicing Standard, makes a determination that such objection is not in the best interests of the Certificateholders and, if a Whole Loan is involved, the related Companion Holders, as a collective whole, (ii) following the occurrence of an extraordinary event with respect to the related Mortgaged Property, the failure to take any action set forth in such Asset Status Report before the expiration of a ten business day period would materially and adversely affect the interests of the Certificateholders and it has made a reasonable effort to contact the Directing Certificateholder or the related Controlling Holder, as applicable, and (iii) the passage of 90 days from the date of preparation of the initial version of the Asset Status Report. Following the earliest of such events, S-110 the Special Servicer will implement the recommended action as outlined in the most recent version of such Asset Status Report. In addition as more fully set forth in the Pooling and Servicing Agreement, any action which is required to be taken (or not to be taken) by the Special Servicer in connection with an Asset Status Report (or otherwise) will be in each and every case in accordance with the Servicing Standard and applicable law, and the Special Servicer will be required to disregard the direction, or any failure to approve or consent, of any party that would cause the Special Servicer to violate the Servicing Standard or applicable law. Subject to the limitations below, the Directing Certificateholder (except with respect to a Serviced Whole Loan), or, with respect to a Serviced Whole Loan, the related Controlling Holder is entitled to advise the Special Servicer and Master Servicer with respect to the Special Actions. Neither the Special Servicer nor the Master Servicer, as applicable, will be permitted to take any Special Action without complying with the Approval Provisions (provided that if such response has not been received within such time period by the Special Servicer or the Master Servicer, as applicable, then the required party's approval will be deemed to have been given). With respect to any extension or Special Action related to the modification or waiver of a term of the related Mortgage Loan, the Special Servicer will respond to the Master Servicer of its decision to grant or deny the Master Servicer's request for approval and consent within ten business days of its receipt of such request and all information reasonably requested by the Special Servicer as such time frame may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, any related Controlling Holder and any mezzanine lender or, if the consent of the Rating Agencies may be required. If the Special Servicer so fails to respond to the Master Servicer within the time period referenced in the preceding sentence, such approval and consent will be deemed granted. In addition in connection with clause (ii) of the definition of "Special Action" set forth in the "Glossary of Principal Definitions" to this prospectus supplement, the Directing Certificateholder will respond to the Special Servicer of its decision to grant or deny the Special Servicer's request for approval and consent within ten business days of its receipt of such request and such request will be deemed granted if the Directing Certificateholder does not respond within such time frame. With respect to any Special Action described in clause (iii) above, the Directing Certificateholder will respond to the Special Servicer within ten business days of its receipt of such request and such request will be deemed granted if the Directing Certificateholder does not respond in such time frame. With respect to any Special Action described in clauses (iv) through (vii) of the definition of "Special Action" set forth in the "Glossary of Principal Definitions" to this prospectus supplement, the Directing Certificateholder and, the related Controlling Holder, as applicable, will respond to the Master Servicer or the Special Servicer, as applicable, within ten business days of its receipt of a request for its approval and consent, and such request will be deemed granted if the required party does not respond in such time frame. Notwithstanding the foregoing, if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders, it may take such action prior to the expiration of the time frame for obtaining the approval of the Directing Certificateholder or, the related Controlling Holder, as applicable. The Directing Certificateholder or, the related Controlling Holder, as applicable, may direct the Special Servicer to take, or to refrain from taking, certain actions as the Directing Certificateholder or, the related Controlling Holder, as applicable, may deem advisable or as to which provision is otherwise made in the Pooling and Servicing Agreement; provided that no such direction and no objection contemplated above or in this paragraph may require or cause the Special Servicer or the Master Servicer, as applicable, to violate any REMIC provisions, any intercreditor agreement, any provision of the Pooling and Servicing Agreement or applicable law, including the Special Servicer's or the Master Servicer's, as applicable, obligation to act in accordance with the Servicing Standard or expose the Master Servicer, the Special Servicer, the Trust Fund or the Trustee to liability, or materially expand the scope of the Special Servicer's responsibilities under the Pooling and Servicing Agreement or cause the Special Servicer to act or fail to act in a manner which, in the reasonable judgment of the Special Servicer, is not in the best interests of the Certificateholders in which event the Special Servicer or the Master Servicer, as applicable, will disregard any such direction or objection. S-111 None of the Directing Certificateholder or any Controlling Holder will have any liability whatsoever to the Trust Fund or any Certificateholders other than the Controlling Class Certificateholders and will have no liability to any Controlling Class Certificateholder for any action taken, or for refraining from the taking of any action, pursuant to the Pooling and Servicing Agreement, or for errors in judgment; provided, however, that with respect to Controlling Class Certificateholders, none of the Directing Certificateholder or any Controlling Holder will be protected against any liability to the Controlling Class Certificateholders which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, (i) that the Directing Certificateholder and any Controlling Holder may have special relationships and interests that conflict with those of holders of one or more Classes of Certificates, (ii) that the Directing Certificateholder and the any Controlling Holder may act solely in the interests of the holders of the Controlling Class or the related Companion Holders, as applicable, (iii) that none of the Directing Certificateholder Controlling Holder has any duties to the holders of any Class of Certificates other than the Controlling Class and the related Companion Holders, as applicable, (iv) that the Directing Certificateholder and any Controlling Holder may take actions that favor the interests of the holders of the Controlling Class or the related Controlling Holder, as applicable, over the interests of the holders of one or more other Classes of Certificates, (v) that none of the Directing Certificateholder or any Controlling Holder will have any liability whatsoever by reason of its having acted solely in the interests of the Controlling Class or the related Companion Holders, as applicable, and (vi) that no Certificateholder may take any action whatsoever against the Directing Certificateholder or any Controlling Holder or any director, officer, employee, agent or principal of the Directing Certificateholder or such Controlling Holder for having so acted. At any time that there is no Directing Certificateholder, Controlling Holder or Operating Advisor for any of them, or that any such party has not been properly identified to the Master Servicer and/or the Special Servicer, such servicer(s) will not have any duty to provide any notice to or seek the consent or approval of such party with respect to any matter. The Master Servicer and Special Servicer will each be required to service and administer any group of related Cross-Collateralized Mortgage Loans as a single Mortgage Loan as and when it deems necessary and appropriate, consistent with the Servicing Standard. If any Cross-Collateralized Mortgage Loan becomes a Specially Serviced Mortgage Loan, then each other Mortgage Loan that is cross-collateralized with it will also become a Specially Serviced Mortgage Loan. Similarly, no Cross-Collateralized Mortgage Loan will subsequently become a Corrected Mortgage Loan, unless and until all Servicing Transfer Events in respect of each other Mortgage Loan with which it is cross-collateralized, are remediated or otherwise addressed as contemplated above. Set forth below is a description of certain pertinent provisions of the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans. Reference is also made to the accompanying prospectus, in particular to the section captioned "The Pooling and Servicing Agreements," for additional important information regarding the terms and conditions of the Pooling and Servicing Agreement as such terms and conditions relate to the rights and obligations of the Master Servicer and the Special Servicer thereunder. THE MASTER SERVICER Bank of America, N.A. will be the Master Servicer. Bank of America, N.A. will be the Master Servicer through its Capital Markets Servicing Group (the "Capital Markets Service Group"), a division of Bank of America, N.A. The Capital Markets Service Group principal offices are located at NC1-026-06-01, 900 West Trade Street, Suite 650, Charlotte, North Carolina 28255. The Capital Markets Service Group was formed in 1994 as a result of the Security Pacific National Bank and Bank of America NT&SA merger, combining term loan portfolios from bank units, affiliates and the CMBS portfolio from the Bank of America NT&SA's trust group. As a result of the merger between Bank of America NT&SA and NationsBank, N.A., the Capital Markets Service Group was reorganized to perform warehouse and primary servicing for Bank of America N.A.'s conduit S-112 platform. As of November 30, 2005, the Capital Markets Service Group acted as a full, master or primary servicer on approximately 10,480 loans which total approximately $70 billion. Bank of America, N.A. has been approved as a master servicer by S&P and Moody's. The information set forth in this prospectus supplement concerning the Master Servicer has been provided by the Master Servicer. THE SPECIAL SERVICER LNR Partners, Inc., a Florida corporation (the "Special Servicer"), is a subsidiary of LNR Property Holdings Ltd. ("LNR") and will be responsible for special servicing any Specially Serviced Mortgage Loans and REO Properties. The principal executive offices of the Special Servicer are located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139, and its telephone number is (305) 695-5600. LNR, through its subsidiaries, affiliates and joint ventures, is involved in the real estate investment, finance and management business and engages principally in (i) acquiring, developing, managing, repositioning and selling commercial and multifamily residential real estate properties; (ii) investing in high-yield real estate loans; and (iii) investing in, and managing as special servicer, unrated and non-investment grade rated commercial mortgage-backed securities. The Special Servicer and its affiliates have regional offices located across the country in Florida, Georgia, Oregon, Texas, Massachusetts, North Carolina and California, and in Europe in London, England, Paris, France and Munich, Germany. As of August 31, 2005, the Special Servicer and its affiliates specially service a portfolio which included an original count of approximately 16,000 assets in all 50 states and in Europe with a current face value of approximately $147 billion, all of which are commercial real estate assets. The Special Servicer and its affiliates own and are in the business of acquiring assets similar in type to the assets of the trust fund. Accordingly, the assets of the Special Servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the Mortgaged Properties for tenants, purchasers, financing and so forth. The information set forth in this prospectus supplement concerning the Special Servicer has been provided by the Special Servicer. SUB-SERVICERS The Master Servicer and Special Servicer may each delegate its servicing obligations in respect of the Mortgage Loans serviced thereby to one or more Sub-Servicers); provided that the Master Servicer or Special Servicer, as the case may be, will remain obligated under the Pooling and Servicing Agreement for such delegated duties. A majority of the Mortgage Loans are currently being primary serviced by third-party servicers that are entitled to and will become Sub-Servicers of such loans on behalf of the Master Servicer. Each Sub-Servicing Agreement between the Master Servicer or Special Servicer, as the case may be, and a Sub-Servicer must provide that, if for any reason the Master Servicer or Special Servicer, as the case may be, is no longer acting in such capacity, the Trustee or any successor to such Master Servicer or Special Servicer will assume such party's rights and obligations under such Sub-Servicing Agreement if the Sub-Servicer meets certain conditions set forth in the Pooling and Servicing Agreement. The Master Servicer and Special Servicer will each be required to monitor the performance of Sub-Servicers retained by it. The Trust will not be responsible for any fees owed to any Sub-Servicer retained by the Master Servicer or the Special Servicer. Each Sub-Servicer retained thereby will be reimbursed by the Master Servicer or Special Servicer, as the case may be, for certain expenditures which it makes, generally to the same extent the Master Servicer or Special Servicer would be reimbursed under the Pooling and Servicing Agreement. See "--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES The principal compensation to be paid to the Master Servicer in respect of its master servicing activities will be the Master Servicing Fee. As mentioned above, each Serviced Whole Loan will be S-113 serviced and administered under the Pooling and Servicing Agreement as if it were one Mortgage Loan. Accordingly, the Master Servicer or the Special Servicer, as the case may be, will be entitled to receive the servicing fees and other forms of compensation as described below. The Master Servicer will be entitled to receive a Master Servicing Fee on each Serviced Loan. The Master Servicing Fee will be payable monthly on a loan-by-loan basis from amounts received in respect of interest on each Mortgage Loan or Serviced Whole Loan (including any Specially Serviced Mortgage Loan, Serviced Whole Loan and Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and will accrue at the applicable Master Servicing Fee Rate for each calendar month commencing with December 2005 or any applicable portion thereof. The Master Servicing Fee will be computed on the same principal amount as interest accrues from time to time during such calendar month (or portion thereof) on such Mortgage Loan or Serviced Whole Loan or is deemed to accrue from time to time during such calendar month (or portion thereof) on such REO Loan, as the case may be, and will be calculated on the same Interest Accrual Basis as is applicable for such Mortgage Loan, Serviced Whole Loans or REO Loan, as the case may be and without giving effect to any Excess Interest that may accrue on the ARD Loans on or after its Anticipated Repayment Date. The Master Servicing Fee Rate (which equals the sum of the monthly master servicing fee and the monthly sub-servicing fee) will range from approximately 0.02% to 0.12% per annum, on a loan-by-loan basis, with a weighted average Master Servicing Fee Rate of 0.04% per annum as of the Cut-off Date. As additional servicing compensation, the Master Servicer will be entitled to retain Prepayment Interest Excesses (as described below) collected on the Mortgage Loans. In addition, the Master Servicer will be authorized to invest or direct the investment of funds held in any and all accounts maintained by it that constitute part of the Certificate Account, in Permitted Investments, and the Master Servicer will be entitled to retain any interest or other income earned on such funds, but will be required to cover any losses from its own funds without any right to reimbursement, except to the extent such losses are incurred solely as the result of the insolvency of the federal or state chartered depository institution or trust company that holds such investment accounts, so long as such depository institution or trust company satisfied the qualifications set forth in the Pooling and Servicing Agreement in the definition of "eligible account" at the time such investment was made. Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls) collected on the Mortgage Loans will be retained by the Master Servicer as additional servicing compensation. The Master Servicer will deliver to the Trustee for deposit in the Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement thereafter, a Compensating Interest Payment. In no event will the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls be cumulative. The principal compensation to be paid to the Special Servicer in respect of its special servicing activities will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee. The Special Servicing Fee for any particular calendar month or applicable portion thereof will accrue with respect to each Specially Serviced Mortgage Loan (including, if applicable, the 277 Park Avenue Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 and each Mortgage Loan and the Serviced Whole Loan as to which the related Mortgaged Property has become an REO Property, at the Special Servicing Fee Rate, on the same principal amount as interest accrues from time to time during such calendar month (or portion thereof) on such Specially Serviced Mortgage Loan or is deemed to accrue from time to time during such calendar month (or portion thereof) on such REO Loan, as the case may be, and will be calculated on the same Interest Accrual Basis as is applicable for such Specially Serviced Mortgage Loan or REO Loan, as the case may be and without giving effect to any Excess Interest that may accrue on the ARD Loans on or after its Anticipated Repayment Date. All such Special Servicing Fees will be payable monthly from general collections on the Mortgage Loans and any REO Properties on deposit in the Certificate Account from time to time and, if applicable, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3 in accordance with the related Intercreditor Agreement. A Workout Fee will in general be payable with respect to each Corrected Mortgage Loan. As to each Corrected Mortgage Loan (including, if applicable, the S-114 KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3), the Workout Fee will be payable out of, and will be calculated by application of a Workout Fee Rate. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated, resigns or is replaced, it will retain the right to receive any and all Workout Fees payable with respect to (i) any Mortgage Loans serviced by it that became Corrected Mortgage Loans during the period that it acted as Special Servicer and were still such at the time of such termination or resignation and (ii) (other than if it was terminated for cause in which case only the preceding clause (i) will apply) any Specially Serviced Mortgage Loans for which the Special Servicer has resolved all of the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan but which had not as of the time the Special Servicer was terminated become a Corrected Mortgage Loan solely because the related mortgagor had not made three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan as a result of the related mortgagor making such three consecutive timely monthly payments (and the successor to the Special Servicer will not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable in accordance with the preceding sentence. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan as to which the Special Servicer obtains a full or discounted payoff or unscheduled or partial payments in lieu thereof with respect thereto from the related borrower and, except as otherwise described below, with respect to any Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds. As to each such Specially Serviced Mortgage Loan and REO Property, the Liquidation Fee will be payable from, and will be calculated by application of Liquidation Fee Rate to the related payment or proceeds (other than any portion thereof that represents accrued but unpaid Excess Interest or Default Interest). Notwithstanding anything to the contrary in this prospectus supplement, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with: (i) the repurchase of any Mortgage Loan by the related Mortgage Loan Seller, for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation so long as such repurchase occurs within the time frame set forth in the Pooling and Servicing Agreement; (ii) the purchase of any Specially Serviced Mortgage Loan by the Master Servicer, the Special Servicer, any holder or holders of Certificates evidencing a majority interest in the Controlling Class, the related Controlling Holder (in the case of a Specially Serviced Mortgage Loan related to a Serviced Whole Loan, or any mezzanine lender or an assignee (A) pursuant to a fair value option and the purchase occurs not later than 90 days following the Special Servicer's determination of fair value or (B) pursuant to a par purchase option and the purchase occurs not later than 90 days after such purchase option becomes exercisable, as discussed below in "--Defaulted Mortgage Loans; Purchase Option"; (iii) the purchase of any Mortgage Loan or Serviced Whole Loan pursuant to the exercise of any purchase option granted to the related Controlling Holder or pursuant to any purchase option granted to a mezzanine lender pursuant to any mezzanine intercreditor agreement; and (iv) the purchase of all of the Mortgage Loans and REO Properties by the Master Servicer, the Special Servicer or any holder or holders of Certificates evidencing a majority interest in the Controlling Class in connection with the termination of the Trust. The Special Servicer will be authorized to invest or direct the investment of funds held in any accounts maintained by it that constitute part of the Certificate Account, in Permitted Investments, and the Special Servicer will be entitled to retain any interest or other income earned on such funds, but will be required to cover any losses from its own funds without any right to reimbursement. The Master Servicer and the Special Servicer will each be responsible for the fees of any Sub-Servicers retained by it (without right of reimbursement therefor). As additional servicing compensation, the Master Servicer and the Special Servicer, as set forth in the Pooling and Servicing Agreement, generally will be entitled to retain all assumption and modification fees, charges for S-115 beneficiary statements or demands and any similar fees, in each case to the extent actually paid by the borrowers with respect to such Mortgage Loans (and, accordingly, such amounts will not be available for distribution to Certificateholders). In addition, the Master Servicer as to Non-Specially Serviced Mortgage Loans and the Special Servicer as to Specially Serviced Mortgage Loans will also be entitled to retain Default Interest as additional servicing compensation only after application of Default Charges: (1) to pay the Master Servicer, the Special Servicer or the Trustee, as applicable, any unpaid interest on advances made by that party with respect to any REO Loan or Mortgage Loan in the Mortgage Pool, (2) to reimburse the Trust Fund for any interest on advances that were made with respect to any Mortgage Loan, since the Delivery Date during the 12-month period preceding receipt of such Default Charges, which interest was paid to the Master Servicer, the Special Servicer or the Trustee, as applicable, from a source of funds other than Default Charges collected on the Mortgage Pool, (3) to reimburse the Special Servicer for Servicing Advances made for the cost of inspection on a Specially Serviced Mortgage Loan and (4) to pay, or to reimburse the Trust Fund for, any other Additional Trust Fund Expenses incurred with respect to any Mortgage Loan during the 12-month period preceding receipt of such Default Charges, which expense if paid from a source of funds other than Default Charges collected on the Mortgage Pool, is or will be an Additional Trust Fund Expense. Any Default Charges remaining after the application described in the immediately preceding clauses (1) through (4) will be allocated as Additional Servicing Compensation between the Master Servicer and the Special Servicer as set forth in the Pooling and Servicing Agreement. The Master Servicer (except to the extent the Sub-Servicers are entitled thereto pursuant to the applicable Sub-Servicing Agreement) (or, with respect to accounts held by the Special Servicer, the Special Servicer) will be entitled to receive all amounts collected for checks returned for insufficient funds with respect to the Mortgage Loans as additional servicing compensation. In addition, collections on a Mortgage Loan are to be applied to interest (at the related Mortgage Rate) and principal then due and owing prior to being applied to Default Charges. The Master Servicer (or if applicable a Sub-Servicer) may grant a one time waiver of Default Charges in connection with a late payment by a borrower provided that for any waiver thereafter with respect to any loan that is 30 days or more past due and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses (including any Additional Trust Fund Expense previously reimbursed or paid by the Trust Fund, but not so reimbursed by the related mortgagor or other party from Insurance Proceeds, Condemnation Proceeds or otherwise) that have been incurred and are outstanding, the Master Servicer must seek the consent of the Directing Certificateholder. Some or all of the items referred to in the prior paragraphs that are collected in respect of the 277 Park Avenue Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, as applicable, may also be paid to, and allocated between, the Master Servicer and the Special Servicer, as additional compensation, as provided in the Pooling and Servicing Agreement. The Master Servicer and the Special Servicer will, in general, each be required to pay its expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement, and neither will be entitled to reimbursement therefor except as expressly provided in the Pooling and Servicing Agreement. In general, Servicing Advances will be reimbursable from Related Proceeds. Notwithstanding the foregoing, the Master Servicer and the Special Servicer will each be permitted to pay, or to direct the payment of, certain servicing expenses directly out of the Certificate Account and at times without regard to the relationship between the expense and the funds from which it is being paid (including in connection with the remediation of any adverse environmental circumstance or condition at a Mortgaged Property or an REO Property, although in such specific circumstances the Master Servicer may advance the costs thereof). The Special Servicer will be required to direct the Master Servicer to make Servicing Advances (which include Emergency Advances)); provided that the Special Servicer may, at its option, make such Servicing Advance itself (including Emergency Advances). The Special Servicer may no more than once per calendar month require the Master Servicer to reimburse it for any Servicing Advance (including an Emergency Advance) made by the Special Servicer (after reimbursement, such Servicing Advance will be deemed to have been made by the Master Servicer) to the extent such Servicing Advance is not a Nonrecoverable Advance. The Special Servicer will be relieved of any obligations with respect S-116 to a Servicing Advance that it timely requests the Master Servicer to make (regardless of whether or not the Master Servicer makes that Advance). If the Master Servicer is required under the Pooling and Servicing Agreement to make a Servicing Advance, but does not do so within ten days after such Advance is required to be made, then the Trustee will, if it has actual knowledge of such failure, be required to give the Master Servicer notice of such failure and, if such failure continues for three more business days, the Trustee will be required to make such Servicing Advance. The Master Servicer and the Trustee will be obligated to make Servicing Advances only to the extent that such Servicing Advances are, in the reasonable judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, ultimately recoverable from Related Proceeds (any Servicing Advance not so recoverable, is a Nonrecoverable Servicing Advance). The Trustee will be permitted to rely on any nonrecoverability determination made by the Master Servicer and shall conclusively rely on any nonrecoverability determination made by the Special Servicer. In addition, the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that a Servicing Advance previously made or proposed to be made is nonrecoverable. Any such determination of which the Master Servicer or the Trustee has notice will be binding and conclusive with respect to such party. The foregoing paragraph notwithstanding, the Master Servicer may, including at the direction of the Special Servicer, if a Specially Serviced Mortgage Loan or an REO Property is involved, pay directly out of the Certificate Account (or, if a Serviced Whole Loan is involved, out of the related Custodial Account) any servicing expense that, if paid by the Master Servicer or the Special Servicer, would constitute a Nonrecoverable Servicing Advance; provided that the Master Servicer (or the Special Servicer if a Specially Serviced Mortgage Loan or an REO Property is involved) has determined in accordance with the Servicing Standard that making such payment is in the best interests of the Certificateholders and, if a Serviced Whole Loan is involved, the holders of the related subordinate components (if applicable) and the holder of the related B note (if applicable) (as a collective whole), as evidenced by an officer's certificate delivered promptly to the Trustee, the Depositor and the Rating Agencies, setting forth the basis for such determination and accompanied by any supporting information the Master Servicer or the Special Servicer may have obtained. As and to the extent described in this prospectus supplement, the Master Servicer, the Special Servicer and the Trustee are each entitled to receive interest at the Reimbursement Rate (compounded monthly) on Servicing Advances made thereby. See "The Pooling and Servicing Agreements--Certificate Account" and "--Servicing Compensation and Payment of Expenses" in the accompanying prospectus and "Description of the Certificates--P&I Advances" in this prospectus supplement. EVIDENCE AS TO COMPLIANCE On or before April 30 of each year, beginning April 30, 2006 (or, as to any such year, such earlier date as is contemplated by the Pooling and Servicing Agreement), each of the Master Servicer and the Special Servicer, at its expense, will cause a firm of independent public accountants (which may also render other Services to the Master Servicer or the Special Servicer, as the case may be) and that is a member of the American Institute of Certified Public Accountants, to furnish a statement to the Depositor and the Trustee to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in the Uniform Single Association Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to S-117 matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. The Pooling and Servicing Agreement also requires that, on or before a specified date in each year, commencing in 2006, each of the Master Servicer and the Special Servicer deliver to the Trustee a statement signed by one or more officers thereof to the effect that the Master Servicer or Special Servicer, as the case may be, has fulfilled its material obligations under the Pooling and Servicing Agreement in all material respects throughout the preceding calendar year or the portion thereof during which the Certificates were outstanding. MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS The Master Servicer (as to Non-Specially Serviced Mortgage Loans) and the Special Servicer (as to Specially Serviced Mortgage Loans subject to the requirements regarding the resolution of Defaulted Mortgage Loans described below under "--Defaulted Mortgage Loans; Purchase Option" in this prospectus supplement) each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive or defer the payment of interest on and principal of, permit the release, addition or substitution of collateral securing, and/or permit the release of the borrower on or any guarantor of any Mortgage Loan it is required to service and administer, without the consent of the Trustee, subject, however, to the rights of consent provided to the Directing Certificateholder, any related Controlling Holder or any mezzanine lender, as applicable, and to each of the following limitations, conditions and restrictions: (i) with limited exception (including as described below with respect to Excess Interest) the Master Servicer will not agree to any modification, waiver or amendment of any term of, or take any of the other above referenced acts with respect to, any Mortgage Loan, that would affect the amount or timing of any related payment of principal, interest or other amount payable under such Mortgage Loan or Serviced Whole Loan or affect the security for such Mortgage Loan or Serviced Whole Loan unless the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (A) the Master Servicer will promptly provide the Special Servicer with notice of any borrower request for such modification, waiver or amendment, the Master Servicer's recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, each of which will be provided reasonably promptly in accordance with the Servicing Standard, (B) the Special Servicer will decide whether to withhold or grant such consent in accordance with the Servicing Standard and (C) if any such consent has not been expressly responded to within ten business days of the Special Servicer's receipt from the Master Servicer of the Master Servicer's recommendations and analysis and all information reasonably requested thereby as such time frame may be extended if the Special Servicer is required to seek the consent of the Directing Certificateholder, any related Controlling Holder, any mezzanine lender or the Rating Agencies, as the case may be in order to make an informed decision (or, if the Special Servicer did not request any information, within ten business days from such notice), such consent will be deemed to have been granted); (ii) with limited exception the Special Servicer may not agree to (or in the case of a Non-Specially Serviced Mortgage Loan, consent to the Master Servicer's agreeing to) any modification, waiver or amendment of any term of, or take (or in the case of a Non-Specially Serviced Mortgage Loan, consent to the Master Servicer's taking) any of the other above referenced actions with respect to, any Mortgage Loan or Serviced Whole Loan it is required to service and administer that would affect the amount or timing of any related payment of principal, interest or other amount payable thereunder or, in the reasonable judgment of the Special Servicer would materially impair the security for such Mortgage Loan or Serviced Whole Loan unless a material default on such Mortgage Loan or Serviced Whole Loan has occurred or, in the reasonable judgment of the Special Servicer, a default in respect of payment on such Mortgage Loan is reasonably foreseeable, and such modification, waiver, amendment or other action is reasonably likely to produce a greater recovery to Certificateholders and, if a S-118 Whole Loan is involved, the related Companion Holder(s), as a collective whole, on a net present value basis than would liquidation as certified to the Trustee in an officer's certificate; (iii) the Special Servicer will not extend (or in the case of a Non-Specially Serviced Mortgage Loan consent to the Master Servicer's extending) the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan or Serviced Whole Loan beyond the earliest of (A) five years prior to the Rated Final Distribution Date and (B) if such Mortgage Loan or Serviced Whole Loan is secured by a Mortgage solely or primarily on the related mortgagor's leasehold interest in the related Mortgaged Property (other than a leasehold interest that provides for a nominal purchase option), 20 years prior to the end of the then current term of the related ground lease (plus any unilateral options to extend); (iv) neither the Master Servicer nor the Special Servicer will make or permit any modification, waiver or amendment of any term of, or take any of the other above referenced actions with respect to, any Mortgage Loan or Serviced Whole Loan that would result in an adverse REMIC event with respect to the Component Mortgage Loan REMIC, REMIC I or REMIC II; (v) subject to applicable law, the related Mortgage Loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer will permit any modification, waiver or amendment of any term of any Mortgage Loan or Serviced Whole Loan unless all related fees and expenses are paid by the related borrower; (vi) except for substitutions contemplated by the terms of the Mortgage Loans or Serviced Whole Loan, the Special Servicer will not permit (or, in the case of a Non-Specially Serviced Mortgage Loan, consent to the Master Servicer's permitting) any borrower to add or substitute real estate collateral for its Mortgage Loan or Serviced Whole Loan unless the Special Servicer will have first determined in its reasonable judgment, based upon a Phase I environmental assessment (and any additional environmental testing as the Special Servicer deems necessary and appropriate), that such additional or substitute collateral is in compliance with applicable environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws and/or regulations; and (vii) with limited exceptions, including a permitted defeasance as described above under "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Defeasance" in this prospectus supplement and specific releases contemplated by the terms of the Mortgage Loans in effect on the Delivery Date, the Special Servicer will not release (or, in the case of a Non-Specially Serviced Mortgage Loan, consent to the Master Servicer's releasing), including in connection with a substitution contemplated by clause (vi) above, any collateral securing an outstanding Mortgage Loan or Serviced Whole Loan; except where a Mortgage Loan (or, in the case of a group of Cross-Collateralized Mortgage Loans, where such entire group of Cross-Collateralized Mortgage Loans) is satisfied, or except in the case of a release where (A) either (1) the use of the collateral to be released will not, in the reasonable judgment of the Special Servicer, materially and adversely affect the net operating income being generated by or the use of the related Mortgaged Property, or (2) there is a corresponding principal pay down of such Mortgage Loan or Serviced Whole Loan in an amount at least equal to the appraised value of the collateral to be released (or substitute collateral with an appraised value at least equal to that of the collateral to be released, is delivered), (B) the remaining Mortgaged Property (together with any substitute collateral) is, in the Special Servicer's reasonable judgment, adequate security for the remaining Mortgage Loan or Serviced Whole Loan and (C) such release would not, in and of itself, result in an adverse rating event with respect to any Class of Certificates (as confirmed in writing to the Trustee by each Rating Agency); provided that the limitations, conditions and restrictions set forth in clauses (i) through (vii) above will not apply to any act or event (including, without limitation, a release, substitution or addition of collateral) in respect of any Mortgage Loan or Serviced Whole Loan that either occurs S-119 automatically, or results from the exercise of a unilateral option by the related mortgagor within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan or Serviced Whole Loan in effect on the Delivery Date (or, in the case of a replacement Mortgage Loan, on the related date of substitution); and provided, further, that, notwithstanding clauses (i) through (vii) above, neither the Master Servicer nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a mortgagor if, in its reasonable judgment, such opposition would not ultimately prevent the confirmation of such plan or one substantially similar; and provided, further, that, notwithstanding clause (vii) above, neither the Master Servicer nor the Special Servicer will be required to obtain any confirmation of the Certificate ratings from the Rating Agencies in order to grant easements that do not materially affect the use or value of a Mortgaged Property or the mortgagor's ability to make any payments with respect to the related Mortgage Loan or Serviced Whole Loan. With respect to the ARD Loans, the Master Servicer will be permitted to waive all or any accrued Excess Interest if, prior to the related Maturity Date, the related borrower has requested the right to prepay such Mortgage Loan in full together with all other payments required by such Mortgage Loan in connection with such prepayment except for all or a portion of accrued Excess Interest; provided that the Master Servicer's determination to waive the right to such accrued Excess Interest is reasonably likely to produce a greater payment to Certificateholders on a present value basis than a refusal to waive the right to such Excess Interest. Any such waiver will not be effective until such prepayment is tendered. The Master Servicer will have no liability to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria. Notwithstanding the foregoing, pursuant to the Pooling and Servicing Agreement, the Master Servicer will be required to seek the consent of the Directing Certificateholder prior to waiving any Excess Interest. The Directing Certificateholder's consent to a waiver request will be deemed granted if the Directing Certificateholder fails to respond to such request within ten business days of its receipt of such request. Except as permitted by clauses (i) through (vi) of the preceding paragraph, the Special Servicer will have no right to waive the payment or Excess Interest. Any modification, extension, waiver or amendment of the payment terms of a Serviced Whole Loan will be required to be structured so as to be consistent with the allocation and payment priorities in the Pooling and Servicing Agreement, related loan documents and the related Intercreditor Agreement (if applicable), such that neither the Trust as holder of the related Mortgage Loan nor any holder of a related Companion Loan gains a priority over the other such holder that is not reflected in the related loan documents and the related Intercreditor Agreement. Further, (i) no waiver, reduction or deferral of any amounts due on the KC Pari Passu Note A-1 Senior Portion will be permitted to be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the KinderCare Portfolio Pari Passu Note A-2 and KinderCare Portfolio Pari Passu Note A-3, as applicable, and (ii) no reduction of the mortgage interest rate of the KC Pari Passu Note A-1 Senior Portion will be permitted to be effected prior to the reduction of the mortgage interest rate of the KinderCare Portfolio Pari Passu Note A-2 and KinderCare Portfolio Pari Passu Note A-3, as applicable, to the maximum extent possible. The Master Servicer will not be required to seek the consent of any Certificateholder or the Special Servicer in order to approve certain minor or routine modifications, waivers or amendments of the Mortgage Loans or any Serviced Whole Loan, including waivers of minor covenant defaults, releases of non-material parcels of a Mortgaged Property, grants of easements that do not materially affect the use or value of a Mortgaged Property or a borrower's ability to make any payments with respect to the related Mortgage Loan or Serviced Whole Loan and other routine approvals as more particularly set forth in the Pooling and Servicing Agreement; provided that any such modification, waiver or amendment may not affect a payment term of the Certificates, constitute a "significant modification" of such Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) or otherwise have an adverse REMIC effect, be inconsistent with the Servicing Standard, or violate the terms, provisions or limitations of the Pooling and Servicing Agreement or related Intercreditor Agreement. S-120 DEFAULTED MORTGAGE LOANS; PURCHASE OPTION Within 30 days after a Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer will be required to determine the fair value of the Mortgage Loan in accordance with the Servicing Standard. The Special Servicer will be permitted to change, from time to time thereafter, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, or new information, in accordance with the Servicing Standard. In the event a Mortgage Loan becomes a Defaulted Mortgage Loan, any majority Certificateholder of the Controlling Class or the Special Servicer will each have an assignable Purchase Option (such option will only be assignable after such option arises) to purchase the Defaulted Mortgage Loan, subject to the purchase rights of any mezzanine lender, and the related Controlling Holder (in the case of a Serviced Whole Loan) from the Trust Fund at the Option Price. The Special Servicer will, from time to time, but not less often than every 90 days, adjust its fair value determination based upon changed circumstances, new information, and other relevant factors, in each instance in accordance with the Servicing Standard. The majority Certificateholder of the Controlling Class may have an exclusive right to exercise the Purchase Option for a specified period of time. Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, consistent with the Servicing Standard, but the Special Servicer will not be permitted to sell the Defaulted Mortgage Loan other than pursuant to the exercise of the Purchase Option. If not exercised sooner, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate upon (i) the related mortgagor's cure of all related defaults on the Defaulted Mortgage Loan, (ii) the acquisition on behalf of the Trust Fund of title to the related Mortgaged Property by foreclosure or deed in lieu of foreclosure, (iii) the modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a workout or, (iv) the exercise by the related Controlling Holder (if the Defaulted Mortgage Loan is related to a Serviced Whole Loan) of its option to purchase the related Serviced Whole Loan. In addition, the Purchase Option with respect to a Defaulted Mortgage Loan held by any person will terminate upon the exercise of the Purchase Option by any other holder of a Purchase Option. If (a) a Purchase Option is exercised with respect to a Defaulted Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to such exercise is the majority Certificateholder of the Controlling Class, the Special Servicer, or any affiliate of any of them (in other words, the Purchase Option has not been assigned to another unaffiliated person) and (b) the Option Price is based on the Special Servicer's determination of the fair value of the Defaulted Mortgage Loan, then the determination of whether the Option Price represents a fair value of the Defaulted Mortgage Loan will be made in the manner set forth in the Pooling and Servicing Agreement. If title to any Mortgaged Property is acquired by the Trustee on behalf of the Certificateholders pursuant to foreclosure proceedings instituted by the Special Servicer or otherwise, the Special Servicer, after notice to the Directing Certificateholder, will use its reasonable efforts to sell any REO Property as soon as practicable in accordance with the Servicing Standard but prior to the end of the third calendar year following the year of acquisition, unless (i) the Internal Revenue Service grants an REO Extension or (ii) it obtains an opinion of counsel generally to the effect that the holding of the property for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the Trust Fund or cause any REMIC created pursuant to the Pooling and Servicing Agreement to fail to qualify as a REMIC under the Code. If the Special Servicer on behalf of the Trustee has not received an extension of time to sell such REO Property from the Internal Revenue Service or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if such an extension of time to sell such REO Property from the Internal Revenue Service has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer will auction the property pursuant to the auction procedure set forth below. S-121 The Special Servicer will give the Directing Certificateholder, the Master Servicer and the Trustee not less than five days' prior written notice of its intention to sell any such REO Property, and will sell the REO Property to the highest offeror (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that the Master Servicer, Special Servicer, holder (or holders) of Certificates evidencing a majority interest in the Controlling Class, any independent contractor engaged by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement (or any officer or affiliate thereof) will not be permitted to purchase the REO Property at a price less than the outstanding principal balance of such Mortgage Loan as of the date of purchase, plus all accrued but unpaid interest and related fees and expenses, except in limited circumstances set forth in the Pooling and Servicing Agreement; and provided, further that if the Special Servicer intends to make an offer on any REO Property, (i) the Special Servicer will notify the Trustee of such intent, (ii) the Trustee or an agent on its behalf will promptly obtain, at the expense of the Trust an appraisal of such REO Property and (iii) the Special Servicer will not offer less than (x) the fair market value set forth in such appraisal or (y) the outstanding principal balance of such Mortgage Loan, plus all accrued but unpaid interest and related fees and expenses and unreimbursed Advances and interest on Advances. Subject to the REMIC provisions, the Special Servicer will act on behalf of the Trust in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property or the exercise of the Purchase Option, including the collection of all amounts payable in connection therewith. Notwithstanding anything to the contrary contained in this prospectus supplement, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property will be without recourse to, or representation or warranty by, the Trustee, the Depositor, any Mortgage Loan Seller, the Special Servicer, the Master Servicer or the Trust other than customary representations and warranties of title, condition and authority (if liability for breach thereof is limited to recourse against the Trust). Notwithstanding the foregoing, nothing in the Pooling and Servicing Agreement will limit the liability of each of the Master Servicer, the Special Servicer or the Trustee to the Trust and the Certificateholders for failure to perform its duties in accordance with the Pooling and Servicing Agreement. None of the Special Servicer, the Master Servicer, the Depositor or the Trustee will have any liability to the Trust or any Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with the terms of the Pooling and Servicing Agreement. REO PROPERTIES In general, the Special Servicer will be obligated to cause any Mortgaged Property acquired as REO Property to be operated and managed in a manner that would, to the extent commercially feasible, maximize the Trust's net after-tax proceeds from such property. The Special Servicer could determine that it would not be commercially feasible to manage and operate such property in a manner that would avoid the imposition of a tax on "net income from foreclosure property". Generally, net income from foreclosure property means income which does not qualify as "rents from real property" within the meaning of Code Section 856(c)(3)(A) and Treasury regulations thereunder or as income from the sale of such REO Property. "Rents from real property" do not include the portion of any rental based on the net income or gain of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. "Rents from real property" include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are "customary" within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the Trust Fund would not constitute "rents from real property," or that all of such income would fail to so qualify if a separate charge is not stated for such non-customary services or such services are not performed by an independent contractor. In S-122 addition to the foregoing, any net income from a trade or business operated or managed by an independent contractor on a Mortgaged Property owned by the Component Mortgage Loan REMIC or REMIC I, such as a hotel, will not constitute "rents from real property." Any of the foregoing types of income instead constitute "net income from foreclosure property," which would be taxable to such REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. Any such taxes would be chargeable against the related income for purposes of determining the Net REO Proceeds available for distribution to holders of Certificates. See "Certain Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus. INSPECTIONS; COLLECTION OF OPERATING INFORMATION Commencing in 2006, the Master Servicer (or an entity employed by the Master Servicer) is required to perform (or cause to be performed) physical inspections of each Mortgaged Property (other than REO Properties and Mortgaged Properties securing Specially Serviced Mortgage Loans) at least once every two years (or, if the related Mortgage Loan has a then-current balance greater than $2,000,000, at least once every year). In addition, the Special Servicer (or an entity employed by the Special Servicer), subject to statutory limitations or limitations set forth in the related loan documents, is required to perform a physical inspection of each Mortgaged Property as soon as practicable after servicing of the related Mortgage Loan or Serviced Whole Loan is transferred thereto and will be required to perform a yearly physical inspection of each such Mortgaged Property so long as the related Mortgage Loan or Serviced Whole Loan is a Specially Serviced Mortgage Loan. The Special Servicer will be entitled to receive reimbursement for such expense as a Servicing Advance payable, first from Default Charges from the related Mortgage Loan or Serviced Whole Loan and then from general collections. The Special Servicer and the Master Servicer will each be required to prepare (or cause to be prepared) as soon as reasonably possible a written report of each such inspection performed thereby describing the condition of the Mortgaged Property. With respect to each Mortgage Loan or Serviced Whole Loan that requires the borrower to deliver quarterly, annual or other periodic operating statements with respect to the related Mortgaged Property, the Master Servicer or the Special Servicer, depending on which is obligated to service such Mortgage Loan, is also required to make reasonable efforts to collect and review such statements. However, there can be no assurance that any operating statements required to be delivered will in fact be so delivered, nor is the Master Servicer or the Special Servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing Mortgage Loan. TERMINATION OF THE SPECIAL SERVICER The holder or holders of Certificates evidencing a majority interest in the Controlling Class and the KinderCare Portfolio Controlling Holder (with respect to the KinderCare Portfolio Whole Loan) may at any time replace any Special Servicer. Such holder(s) will designate a replacement to so serve by the delivery to the Trustee of a written notice stating such designation. The Trustee will, promptly after receiving any such notice, so notify the Rating Agencies and each rating agency providing ratings to a securitization trust that includes the KinderCare Portfolio Pari Passu Note A-2 or KinderCare Portfolio Pari Passu Note A-3, if applicable. The designated replacement will become the Special Servicer as of the date the Trustee shall have received: (i) written confirmation from each Rating Agency stating that if the designated replacement were to serve as Special Servicer under the Pooling and Servicing Agreement, the then-current rating or ratings of one or more Classes of the Certificates would not be qualified, downgraded or withdrawn as a result thereof; (ii) written confirmation from each rating agency providing ratings to a securitization trust that includes the KinderCare Portfolio Pari Passu Note A-2 or KinderCare Portfolio Pari Passu Note A-3, if applicable, stating that if the designated replacement were to serve as Special Servicer under the related pooling and servicing agreement, the then-current rating or ratings of one or more classes of the certificates in such securitization would not be qualified, downgraded or withdrawn as a result thereof; (iii) a written acceptance of all obligations of the Special Servicer, executed by the designated replacement; (iv) an opinion of counsel to the effect that the designation of such replacement to serve as Special S-123 Servicer is in compliance with the Pooling and Servicing Agreement, that the designated replacement will be bound by the terms of the Pooling and Servicing Agreement and that the Pooling and Servicing Agreement will be enforceable against such designated replacement in accordance with its terms; and (v) an opinion of counsel to the effect that, with respect to each pooling and servicing agreement related to a securitization trust that includes the KinderCare Portfolio Pari Passu Note A-2 or KinderCare Portfolio Pari Passu Note A-3, if applicable, the designated replacement Special Servicer will be bound by the terms of each such pooling and servicing agreement and that each such Pooling and Servicing Agreement will be enforceable against such designated replacement in accordance with its terms. The existing Special Servicer will be deemed to have resigned simultaneously with such designated replacement's becoming the Special Servicer under the Pooling and Servicing Agreement with respect to each pooling and servicing agreement related to a securitization trust that includes the KinderCare Portfolio Pari Passu Note A-2 or KinderCare Portfolio Pari Passu Note A-3. S-124 DESCRIPTION OF THE CERTIFICATES GENERAL The Depositor will issue its Commercial Mortgage Pass-Through Certificates, Series 2005-6, on the Delivery Date pursuant to the Pooling and Servicing Agreement. The Offered Certificates, together with the Private Certificates, will represent in the aggregate the entire beneficial interest in a trust (the "Trust"), the assets of which (such assets collectively, the "Trust Fund") include: (i) the Mortgage Loans (including the KC Pari Passu Note A-1 Subordinate Components) and all payments thereunder and proceeds thereof due or received after the Cut-off Date (exclusive of payments of principal, interest and other amounts due thereon on or before the Cut-off Date); (ii) any REO Properties; and (iii) such funds or assets as from time to time are deposited in the Certificate Account, the Interest Reserve Account and the Excess Interest Distribution Account (see "The Pooling and Servicing Agreements--Certificate Account" in the accompanying prospectus). The Certificates will consist of 33 Classes to be designated as: (i) the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates (collectively, the "Class A Senior Certificates" and, together with the Class XW Certificates (as defined below), the "Senior Certificates"); (ii) 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 (collectively with the Class A Senior Certificates, the "Sequential Pay Certificates"); (iii) the Class XW Certificates (the "Class XW Certificates" and, collectively, with the Sequential Pay Certificates, the "REMIC II Certificates"); (iv) the the Class KC-A, Class KC-B, Class KC-C, Class KC-D, Class KC-E and Class KC-F Certificates (collectively, the "Class KC Certificates"); (v) the Class V Certificates; and (vi) the Class R-I and Class R-II Certificates (collectively, the "REMIC Residual Certificates"). Only the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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. Each Class of Certificates is sometimes referred to in this prospectus supplement as a "Class". The Class XW, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class KC, Class V and the REMIC Residual Certificates (collectively, the "Private Certificates", collectively with the Offered Certificates, the "Certificates") have not been registered under the Securities Act and are not offered hereby. Accordingly, to the extent this prospectus supplement contains information regarding the terms of the Private Certificates, such information is provided because of its potential relevance to a prospective purchaser of an Offered Certificate. REGISTRATION AND DENOMINATIONS The Offered Certificates will be issued in book-entry format in denominations of: (i) in the case of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M and Class A-J Certificates $10,000 actual principal amount and in any whole dollar denomination in excess thereof; and (ii) in the case of the other Offered Certificates, $100,000 actual principal amount and in any whole dollar denomination in excess thereof. Each Class of Offered Certificates will initially be represented by one or more Certificates registered in the name of the nominee of DTC. The Depositor has been informed by DTC that DTC's nominee will be Cede & Co. No Certificate Owner will be entitled to receive a Definitive Certificate representing its interest in such Class, except under the limited circumstances described under "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in the accompanying prospectus. Unless and until Definitive Certificates are issued in respect of the Offered Certificates, beneficial ownership interests in each such Class of Certificates will be maintained and transferred on the book-entry records of DTC and its Participants, and all references to actions by holders of each such Class of Certificates will refer to actions taken by DTC upon instructions received from the related Certificate Owners through its Participants in accordance with DTC procedures, and all references in this prospectus supplement to payments, notices, reports and statements to holders of each such Class of Certificates will refer to payments, notices, reports and S-125 statements to DTC or Cede & Co., as the registered holder thereof, for distribution to the related Certificate Owners through its Participants in accordance with DTC procedures. The form of such payments and transfers may result in certain delays in receipt of payments by an investor and may restrict an investor's ability to pledge its securities. See "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in the accompanying prospectus. The Trustee will initially serve as the Certificate Registrar for purposes of recording and otherwise providing for the registration of the Offered Certificates, and of transfers and exchanges of the Offered Certificates. CERTIFICATE BALANCES AND NOTIONAL AMOUNTS On the Delivery Date (assuming receipt of all scheduled payments through the Delivery Date and assuming there are no prepayments other than those actually received prior to the Delivery Date), the respective Classes of Certificates described below will have the following characteristics as described in the immediately below table (in each case, subject to a variance of plus or minus 5.0%): APPROXIMATE CERTIFICATE PERCENTAGE OF APPROXIMATE BALANCE OR POOL CREDIT CLASS NOTIONAL AMOUNT BALANCE SUPPORT - --------------------------- ----------------------- --------------- ------------ Class A-1 ............... $ 119,000,000 4.340% 30.000% Class A-2 ............... $ 206,500,000 7.531% 30.000% Class A-3 ............... $ 50,000,000 1.823% 30.000% Class A-SB .............. $ 189,003,000 6.893% 30.000% Class A-4 ............... $ 1,355,000,000 49.414% 30.000% Class A-M ............... $ 274,214,000 10.000% 20.000% Class A-J ............... $ 215,944,000 7.875% 12.125% Class B ................. $ 27,422,000 1.000% 11.125% Class C ................. $ 30,849,000 1.125% 10.000% Class D ................. $ 20,566,000 0.750% 9.250% Class E ................. $ 20,566,000 0.750% 8.500% Class F ................. $ 34,277,000 1.250% 7.250% Class G ................. $ 23,994,000 0.875% 6.375% Class H ................. $ 27,421,000 1.000% 5.375% Class J ................. $ 30,849,000 1.125% 4.250% Class K ................. $ 27,422,000 1.000% 3.250% Class L ................. $ 13,711,000 0.500% 2.750% Class M ................. $ 17,138,000 0.625% 2.125% Class N ................. $ 3,428,000 0.125% 2.000% Class O ................. $ 6,855,000 0.250% 1.750% Class P ................. $ 3,428,000 0.125% 1.625% Class Q ................. $ 10,283,000 0.375% 1.250% Class S ................. $ 34,277,258 1.250% 0.000% Class XW ................ $ 2,742,147,258(1) N/A N/A - ------------ (1) Notional Amount. On each Distribution Date, the Certificate Balance of each Class of Sequential Pay Certificates and Class KC Certificates will be reduced by any distributions of principal actually made on such Class on such Distribution Date, and will be further reduced by any Realized Losses and certain Additional Trust Fund Expenses allocated to such Class on such Distribution Date. See "--Distributions" and "--Subordination; Allocation of Losses and Certain Expenses" below. The Class XW Certificates will not have a Certificate Balance. For purposes of calculating the amounts of accrued interest, however, the Class XW Certificates will have a Notional Amount. The Notional Amount of the Class XW Certificates will equal the aggregate Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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, S-126 Class P, Class Q and Class S Certificates outstanding from time to time. The total initial Notional Amount of the Class XW Certificates will be approximately $2,742,147,258 although it may be as much as 5% larger or smaller. Neither the Class V nor the REMIC Residual Certificates will have a Certificate Balance or a Notional Amount. A Class of Offered Certificates will be considered to be outstanding until its Certificate Balance is reduced to zero; provided, however, that, under very limited circumstances, reimbursement of any previously allocated Realized Losses and Additional Trust Fund Expenses may thereafter be made with respect thereto. For purposes of calculating the allocation of collections on the KC Pari Passu Note A-1 Component Mortgage Loan between the KC Pari Passu Note A-1 Senior Component, on the one hand, and the KC Pari Passu Note A-1 Subordinate Components on the other hand, the KC Pari Passu Note A-1 Senior Component will be deemed to have a principal balance called the KC Pari Passu Note A-1 Senior Balance and each KC Pari Passu Note A-1 Subordinate Component will be deemed to have a principal balance called the KC Pari Passu Note A-1 Subordinate Balance equal to the amounts described under "Description of the Mortgage Pool--KC Pari Passu Note A-1 Component Mortgage Loan" in this prospectus supplement. The KC Pari Passu Note A-1 Senior Component will accrue interest during each interest accrual period on the amount of the KC Pari Passu Note A-1 Senior Balance thereof outstanding immediately prior to the related Distribution Date at a per annum rate equal to approximately 5.1229% as of the commencement of such interest accrual period. The KC Pari Passu Note A-1 Senior Balance will be reduced on each Distribution Date by all distributions of principal made in respect thereof on such Distribution Date as described under "Description of the Certificates--Distributions--Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan" in this prospectus supplement, and the KC Pari Passu Note A-1 Subordinate Balances will be reduced on each Distribution Date by all distributions of principal made in respect thereof on such Distribution Date as described under "Description of the Certificates--Distributions--Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan" in this prospectus supplement. PASS-THROUGH RATES The interest rate (the "Pass-Through Rate") applicable to any Class of Certificates (other than the Class V, Class R-I and Class R-II Certificates) for any Distribution Date will equal the rates set forth below. The Pass-Through Rates applicable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates on any Distribution Date will be the Pass-Through Rates indicated on the cover page of this prospectus supplement (including the related footnotes). The Pass-Through Rate applicable to the Class XW Certificates for the initial Distribution Date will equal approximately [ ]% per annum. The Pass-Through Rate applicable to the Class XW Certificates for any Distribution Date subsequent to the initial Distribution Date will, in general, equal the excess, if any, of (1) the Weighted Average Net Mortgage Rate, over (2) the weighted average of the Pass-Through Rates applicable to all the classes of Sequential Pay Certificates (weighted on the basis of their respective Certificate Balances immediately following the preceding Distribution Date). The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates will accrue at either (i) a fixed rate, (ii) a fixed rate subject to a cap at the Weighted Average Net Mortgage Rate, (iii) the Weighted Average Net Mortgage Rate or (iv) the Weighted Average Net Mortgage Rate less a specified percentage. The Pass-Through Rates for the Class KC Certificates will be set forth in the Pooling and Servicing Agreement. The Pass-Through Rates for the Class KC Certificates will be set forth in the Pooling and Servicing Agreement. S-127 The Class V Certificates, and only the Class V Certificates, will be entitled to receive distributions in respect of Excess Interest. The Class V Certificates will not have a Pass-Through Rate, a Certificate Balance or a Notional Amount. DISTRIBUTIONS General. Distributions on or with respect to the Certificates will be made by the Trustee, to the extent of available funds, on each Distribution Date which will be the tenth day of each month or, if any such tenth day is not a business day, then on the next succeeding business day. The first Distribution Date with respect to the Offered Certificates will occur in January 2006. Except as otherwise described below, all such distributions will be made to the persons in whose names the Certificates are registered at the close of business on the related Record Date and, as to each such person, will be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor. Until Definitive Certificates are issued in respect thereof, Cede & Co. will be the registered holder of the Offered Certificates. See "--Registration and Denominations" above. The final distribution on any Certificate (determined without regard to any possible future reimbursement of any Realized Losses or Additional Trust Fund Expense previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. Any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur after the date on which such Certificate is surrendered as contemplated by the preceding sentence (the likelihood of any such distribution being remote), will be made by check mailed to the Certificateholder that surrendered such Certificate. All distributions made on or with respect to a Class of Certificates will be allocated pro rata among such Certificates based on their respective percentage interests in such Class. Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan. Each Class of the Class KC Certificates will be entitled to distributions only from amounts collected on the KC Pari Passu Note A-1 Component Mortgage Loan, and only in the priority set forth below. All collections of principal and interest on the KC Pari Passu Note A-1 Component Mortgage Loan (including on the KC Pari Passu Note A-1 Subordinate Components thereof) received by the Master Servicer during any Collection Period (net of any portion allocable to reimburse any outstanding P&I Advances and Servicing Advances, or pay any Master Servicing Fees, Special Servicing Fees, Trustee Fees, Workout Fees, Liquidation Fees, interest on Advances and any other Additional Trust Fund Expenses, in respect of the KC Pari Passu Note A-1 Component Mortgage Loan (including on the KC Pari Passu Note A-1 Subordinate Components thereof)), will be remitted to the Trustee on the Master Servicer Remittance Date and applied by the Trustee on the related Distribution Date, together with any P&I Advance or payment by the Master Servicer to cover Prepayment Interest Shortfalls made in respect of such Mortgage Loan, for the following purposes and in the following order of priority: (i) to the Trustee for the benefit of the REMIC II Certificateholders as part of the Available Distribution Amount for such Distribution Date, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC Pari Passu Note A-1 Senior Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (ii) to the Trustee for the benefit of the REMIC II Certificateholders as part of the Available Distribution Amount for such Distribution Date, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC Pari Passu Note A-1 Senior Component for such Distribution Date (the "KC Pari Passu Note A-1 Senior Component Principal Distribution Amount"); (iii) to the Trustee for the benefit of the REMIC II Certificateholders as part of the Available Distribution Amount for such Distribution Date, to reimburse the KC Pari Passu Note A-1 Senior Component for all Realized Losses and Additional Trust Fund Expenses, if any, S-128 previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC Pari Passu Note A-1 Senior Component and for which no reimbursement has previously been received; (iv) to pay interest on the KC-A Component, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC-A Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (v) to pay principal on the KC-A Component, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC-A Component for such Distribution Date; (vi) to reimburse the KC-A Component for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC-A Component and for which no reimbursement has previously been received; (vii) to pay interest to the KC-B Component, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC-B Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (viii) to pay principal on the KC-B Component, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC-B Component for such Distribution Date; (ix) to reimburse the holders of the KC-B Component for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC-B Component and for which no reimbursement has previously been received; (x) to pay interest to the KC-C Component, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC-C Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xi) to pay principal on the KC-C Component, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC-C Component for such Distribution Date; (xii) to reimburse the KC-C Component for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC-C Component and for which no reimbursement has previously been received; (xiii) to pay interest on the KC-D Component, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC-D Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xiv) to pay principal on the KC-D Component, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC-D Component for such Distribution Date; (xv) to reimburse the KC-D Component for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC-D Component and for which no reimbursement has previously been received; (xvi) to pay interest on the KC-E Component, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC-E Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xvii) to pay principal on the KC-E Component, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC-E Component for such Distribution Date; (xviii) to reimburse the KC-E Component for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC-E Component and for which no reimbursement has previously been received; S-129 (xix) to pay interest on the KC-F Component, up to an amount equal to all KC Pari Passu Note A-1 Component Distributable Interest in respect of the KC-F Component for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xx) to pay principal on the KC-F Component, up to an amount equal to the KC Pari Passu Note A-1 Component Principal Entitlement for the KC-F Component for such Distribution Date; (xxi) to reimburse the KC-F Component for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated with respect to the KC Pari Passu Note A-1 Mortgage Loan to the KC-F Component and for which no reimbursement has previously been received; and (xxii) with respect to the KC Pari Passu Note A-1 Mortgage Loan, to distribute to the holders of the Class R-I Certificates any excess after allocation of the distributions set forth in clauses (i) through (xxi) above. All distributions on the KC-A Component, the KC-B Component, the KC-C Component, the KC-D Component, the KC-E Component and the KC-F Component referenced in clauses (iv) through (xxi) above shall be made to the corresponding holders of the Class KC-A Certificates, the Class KC-B Certificates, the Class KC-C Certificates, the Class KC-D Certificates, the Class KC-E Certificates and the Class KC-F Certificates, respectively. In the absence of a monetary or other material event of default under the KinderCare Portfolio Whole Loan, principal will be paid on the KC Pari Passu Note A-1 Senior Component, the KinderCare Portfolio Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-3 and each KC Pari Passu Note A-1 Subordinate Component, pro rata (in accordance with their respective outstanding principal balances). If any of the events of default described in the prior sentence exists, principal will be paid first pro rata to the KC Pari Passu Note A-1 Senior Component, the holder of the KinderCare Portfolio Pari Passu Note A-2 and the holder of the KinderCare Portfolio Pari Passu Note A-3 until their outstanding principal balances are reduced to zero, and then sequentially to each of the KC-A Component, the KC-B Component, the KC-C Component, the KC-D Component, the KC-E Component and the KC-F Component until the principal balance of each such component is reduced to zero. The Available Distribution Amount. With respect to any Distribution Date, distributions of interest on and principal of the Certificates will be made from the Available Distribution Amount for such Distribution Date. See "The Pooling and Servicing Agreements--Certificate Account" in the accompanying prospectus. Application of the Available Distribution Amount. On each Distribution Date, the Trustee will apply the Available Distribution Amount for such date for the following purposes and in the following order of priority: (1) concurrently, to distributions of interest to the holders of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class XW Certificates, pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (2) to pay principal to Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates, in reduction of the Certificate Balances thereof, (i) first, to the Class A-SB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Class A-SB Certificates are reduced to the Class A-SB Planned Principal Balance; (ii) then, to the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the above distribution on the Class A-SB Certificates) for such Distribution Date, until the Class A-1 Certificates are reduced to zero; (iii) then, to the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount (or the portion S-130 of it remaining after the above distributions on the Class A-1 and Class A-SB Certificates) for such Distribution Date, until the Class A-2 Certificates are reduced to zero; (iv) then, to the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-1, Class A-2 and Class A-SB Certificates) for such Distribution Date, until the Class A-3 Certificates are reduced to zero; (v) then, to the Class A-SB Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-1, Class A-2 and Class A-3 Certificates and the Class A-SB Planned Principal Balance pursuant to clause (i) above on the Class A-SB Certificates) for such Distribution Date, until the Class A-SB Certificates are reduced to zero; and (vi) then, to the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates) for such Distribution Date, until the Class A-4 Certificates are reduced to zero; (3) to reimburse the holders of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates up to an amount equal to, and pro rata as among such Classes in accordance with, the respective amounts of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Classes and for which no reimbursement has previously been paid; and (4) to make payments on the Subordinate Certificates as contemplated below; provided that, on each Distribution Date as of which the aggregate Certificate Balance of the Subordinate Certificates has been reduced to zero, and in any event on the final Distribution Date in connection with a termination of the Trust (see "--Termination" below), the payments of principal to be made as contemplated by clause (2) above with respect to the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates will be so made (subject to available funds) to the holders of such Classes, up to an amount equal to, and pro rata as between such Classes in accordance with, the respective outstanding Certificate Balances of such Classes (and without regard to the Class A-SB Planned Principal Balance). On each Distribution Date, following the above-described distributions on the Senior Certificates, the Trustee will apply the remaining portion, if any, of the Available Distribution Amount for such date for the following purposes and in the following order of priority: (1) to pay interest to the holders of the Class A-M Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (2) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 Certificates have been reduced to zero, to pay principal to the holders of the Class A-M Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (3) to reimburse the holders of the Class A-M Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (4) to pay interest to the holders of the Class A-J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (5) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-M Certificates have been reduced to zero, to pay principal to the holders of the Class A-J Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; S-131 (6) to reimburse the holders of the Class A-J Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (7) to pay interest to the holders of the Class B Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (8) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M and Class A-J Certificates have been reduced to zero, to pay principal to the holders of the Class B Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (9) to reimburse the holders of the Class B Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (10) to pay interest to the holders of the Class C Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (11) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J and Class B Certificates have been reduced to zero, to pay principal to the holders of the Class C Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (12) to reimburse the holders of the Class C Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (13) to pay interest to the holders of the Class D Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (14) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B and Class C Certificates have been reduced to zero, to pay principal to the holders of the Class D Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (15) to reimburse the holders of the Class D Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (16) to pay interest to the holders of the Class E Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (17) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C and Class D Certificates have been reduced to zero, to pay principal to the holders of the Class E Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; S-132 (18) to reimburse the holders of the Class E Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (19) to pay interest to the holders of the Class F Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (20) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to pay principal to the holders of the Class F Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (21) to reimburse the holders of the Class F Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (22) to pay interest to the holders of the Class G Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (23) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to pay principal to the holders of the Class G Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (24) to reimburse the holders of the Class G Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (25) to pay interest to the holders of the Class H Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (26) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates have been reduced to zero, to pay principal to the holders of the Class H Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (27) to reimburse the holders of the Class H Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (28) to pay interest to the holders of the Class J Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (29) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates have been reduced to zero, to pay principal to the holders of the Class J Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; S-133 (30) to reimburse the holders of the Class J Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (31) to pay interest to the holders of the Class K Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (32) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates have been reduced to zero, to pay principal to the holders of the Class K Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (33) to reimburse the holders of the Class K Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (34) to pay interest to the holders of the Class L Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (35) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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, to pay principal to the holders of the Class L Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (36) to reimburse the holders of the Class L Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (37) to pay interest to the holders of the Class M Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (38) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates have been reduced to zero, to pay principal to the holders of the Class M Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (39) to reimburse the holders of the Class M Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (40) to pay interest to the holders of the Class N Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (41) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 and Class M Certificates have been reduced to zero, to pay principal to the holders S-134 of the Class N Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (42) to reimburse the holders of the Class N Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (43) to pay interest to the holders of the Class O Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (44) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 and Class N Certificates have been reduced to zero, to pay principal to the holders of the Class O Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (45) to reimburse the holders of the Class O Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (46) to pay interest to the holders of the Class P Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (47) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 and Class O Certificates have been reduced to zero, to pay principal to the holders of the Class P Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (48) to reimburse the holders of the Class P Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (49) to pay interest to the holders of the Class Q Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (50) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 and Class P Certificates have been reduced to zero, to pay principal to the holders of the Class Q Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (51) to reimburse the holders of the Class Q Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; (52) to pay interest to the holders of the Class S Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; S-135 (53) if the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 and Class Q Certificates have been reduced to zero, to pay principal to the holders of the Class S Certificates, up to an amount equal to the lesser of (a) the then outstanding Certificate Balance of such Class of Certificates and (b) the remaining portion of the Principal Distribution Amount for such Distribution Date; (54) to reimburse the holders of the Class S Certificates, up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Certificate Balance of such Class of Certificates and for which no reimbursement has previously been paid; and (55) to pay to the holders of the Class R-I and Class R-II Certificates, the balance, if any, of the Available Distribution Amount in REMIC I and REMIC II, respectively, for such Distribution Date; provided that, on the final Distribution Date in connection with a termination of the Trust, the payments of principal to be made as contemplated by any of clauses (2), (5), (8), (11), (14), (17), (20), (23), (26), (29), (32), (35), (38), (41), (44), (47), (50) and (53) above with respect to any Class of Sequential Pay Certificates will be so made (subject to available funds) up to an amount equal to the entire then outstanding Certificate Balance of such Class of Certificates. Excess Liquidation Proceeds. Except to the extent Realized Losses or Additional Trust Fund Expenses have been allocated to any Class of Certificates, Excess Liquidation Proceeds will not be available for distribution from an account to the Holders of the Certificates except under certain circumstances on the final Distribution Date as described in the Pooling and Servicing Agreement. Distributable Certificate Interest. The "Distributable Certificate Interest" in respect of each Class of REMIC II Certificates for each Distribution Date is equal to the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, reduced by such Class' allocable share (calculated as described below) of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date. The "Accrued Certificate Interest" in respect of each Class of REMIC II Certificates for each Distribution Date is equal to one calendar month's interest at the Pass-Through Rate applicable to such Class of Certificates for such Distribution Date accrued on the related Certificate Balance or Notional Amount, as the case may be, outstanding immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months for each of the Classes of Certificates. The Master Servicer will be required to make Compensating Interest Payments in connection with Prepayment Interest Shortfalls as described in this prospectus supplement. The "Net Aggregate Prepayment Interest Shortfall" for any Distribution Date will be the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred during the related Collection Period, exceeds (b) any such payment made by the Master Servicer with respect to such Distribution Date to cover such Prepayment Interest Shortfalls. See "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. The Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated on such Distribution Date to all Classes of Certificates (other than the Class V, Class R-I and Class R-II Certificates subject to the discussion below). In each case, such allocations will be made pro rata to such Classes on the basis of Accrued Certificate Interest otherwise distributable for each such Class for such Distribution Date and will reduce the respective amounts of Accrued Certificate Interest for each such Class for such Distribution Date. With respect to the KinderCare Portfolio Whole Loan, Prepayment Interest Shortfalls will be allocated to the KC Pari Passu Note A-1 Subordinate Components and then (to the extent allocable to the KinderCare Portfolio Pari Passu Note A-1 under the KinderCare Portfolio Intercreditor Agreement) to the KC Pari Passu Note A-1 Senior Component. See "Description of the Certificates-- Distributions--Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan" S-136 in this prospectus supplement. Any such Prepayment Interest Shortfalls allocated to a KC Pari Passu Note A-1 Subordinate Component, to the extent not covered by the Master Servicer on such Distribution Date, will reduce such KC Pari Passu Note A-1 Subordinate Component's interest entitlement for the related Distribution Date. Any such Prepayment Interest Shortfalls allocated to the KC Pari Passu Note A-1 Senior Component, to the extent not covered by the Master Servicer on such Distribution Date, will be allocated to the Classes of Certificates (other than the Class KC, Class V, Class R-I and Class R-II Certificates) as described above. Class A-SB Planned Principal Balance. The Class A-SB Planned Principal Balance for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex C to this prospectus supplement. Such balances were calculated using, among other things, the Maturity Assumptions. Based on such assumptions, the Certificate Balance of the Class A-SB Certificates on each Distribution Date would be reduced to the balance indicated for such Distribution Date on the table. There is no assurance, however, that the Mortgage Loans will perform in conformity with the Maturity Assumptions. Therefore, there can be no assurance that the balance of the Class A-SB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Principal Distribution Amount (in accordance with the priorities described above under "--Application of the Available Distribution Amount"), will be distributed on the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to zero. Excess Interest. On each Distribution Date, Excess Interest received in the related Collection Period will be distributed solely to the Class V Certificates to the extent set forth in the Pooling and Servicing Agreement, and will not be available for distribution to holders of the Offered Certificates. The Class V Certificates are not entitled to any other distributions of interest, principal or Prepayment Premiums. Distributions of Prepayment Premiums. On each Distribution Date, Prepayment Premiums collected on the Mortgage Loans during the related prepayment period will be distributed by the Trustee to the following Classes: to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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, in an amount equal to the product of (a) a fraction, not greater than one, whose numerator is the amount distributed as principal to such Class on such Distribution Date, and whose denominator is the total amount distributed as principal to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 on such Distribution Date, (b) the Base Interest Fraction for the related principal payment on such Class of Certificates, and (c) the amount of Prepayment Premiums collected on such principal prepayment during the related prepayment period; provided, however, that Prepayment Premiums, if any, actually collected in respect of the KC Pari Passu Note A-1 Component Mortgage Loan will be allocated to the KC Pari Passu Note A-1 Senior Portion and the KC Pari Passu Note A-1 Junior Portion, pro rata, based on their outstanding principal balances. Any Prepayment Premiums collected during the related prepayment period remaining after such distributions (other than Prepayment Premiums allocated to the KC Pari Passu Note A-1 Junior Portion) will be distributed entirely to the holders of the Class XW Certificates. No Prepayment Premiums will be distributed to the holders of the Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class V, Class R-I or Class R-II Certificates. Instead, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 will be distributed entirely to the holders of the Class XW Certificates. Prepayment Premiums will be distributed on any Distribution Date only to the extent they are received in respect of the Mortgage Loans in the related prepayment period. S-137 The Depositor makes no representation as to the enforceability of the provision of any Mortgage Note requiring the payment of a Prepayment Premium or of the collectibility of any Prepayment Premium. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" and "Risk Factors--Risks Related to the Mortgage Loans-- Prepayment Premiums and Yield Maintenance Charges Present Special Risks" in this prospectus supplement. Treatment of REO Properties. Notwithstanding that any Mortgaged Property may be acquired as part of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, the related Mortgage Loan will be treated, for purposes of, among other things, determining distributions on the Certificates, allocations of Realized Losses and Additional Trust Fund Expenses to the Certificates, and the amount of Master Servicing Fees, Special Servicing Fees and Trustee Fees payable under the Pooling and Servicing Agreement, as having remained outstanding until such REO Property is liquidated. Among other things, such Mortgage Loan will be taken into account when determining the Principal Distribution Amount for each Distribution Date. In connection therewith, operating revenues and other proceeds derived from such REO Property (after application thereof to pay certain costs and taxes, including certain reimbursements payable to the Master Servicer, the Special Servicer and/or the Trustee, incurred in connection with the operation and disposition of such REO Property) will be "applied" by the Master Servicer as principal, interest and other amounts "due" on such Mortgage Loan; and, subject to the recoverability determination described below (see "--P&I Advances" below), the Master Servicer and the Trustee will be required to make P&I Advances in respect of such Mortgage Loan, in all cases as if such Mortgage Loan had remained outstanding. SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES As and to the extent described in this prospectus supplement, the rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will, in the case of each Class thereof, be subordinated to the rights of holders of the Senior Certificates and, further, to the rights of holders of each other Class of Subordinate Certificates, if any, with an earlier sequential Class designation. This subordination provided by the Subordinate Certificates is intended to enhance the likelihood of timely receipt by holders of the respective Classes of Senior Certificates of the full amount of Distributable Certificate Interest payable in respect of their Certificates on each Distribution Date, and the ultimate receipt by holders of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates of principal equal to, in each such case, the entire related Certificate Balance. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by holders of the other Classes of Offered Certificates of the full amount of Distributable Certificate Interest payable in respect of their Certificates on each Distribution Date, and the ultimate receipt by holders of the other Classes of Offered Certificates of principal equal to, in each such case, the entire related Certificate Balance. The subordination of any Class of Subordinate Certificates will be accomplished by, among other things, the application of the Available Distribution Amount on each Distribution Date in the order of priority described under "--Distributions--The Available Distribution Amount" above. No other form of credit support will be available for the benefit of holders of the Offered Certificates. Each KC Pari Passu Note A-1 Subordinate Component, and thus the related Class of Class KC Certificates, will represent interests in, and will be payable only out of payments and other collections on, the KC Pari Passu Note A-1 Component Mortgage Loan. The rights of the holders of the Class KC Certificates to receive distributions of amounts collected or advanced on the KC Pari Passu Note A-1 Component Mortgage Loan will be subordinated, to the extent described in this prospectus supplement, to the rights of the holders of the REMIC II Certificates, the holder of the KinderCare Pari Passu Note A-2 and the holder of the KinderCare Pari Passu Note A-3. This subordination provided by the Subordinate Certificates and, to the extent described in this prospectus supplement, with respect to the related Mortgage Loans, the Class KC Certificates, is intended to enhance the likelihood of timely receipt by holders of the respective Classes of Senior S-138 Certificates of the full amount of Distributable Certificate Interest payable in respect of their Certificates on each Distribution Date, and the ultimate receipt by holders of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates of principal equal to, in each such case, the entire related Certificate Balance. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by holders of the other Classes of Offered Certificates of the full amount of Distributable Certificate Interest payable in respect of their Certificates on each Distribution Date, and the ultimate receipt by holders of the other Classes of Offered Certificates of principal equal to, in each such case, the entire related Certificate Balance. The subordination of any Class of Subordinate Certificates will be accomplished by, among other things, the application of the Available Distribution Amount on each Distribution Date in the order of priority described under "--Distributions--The Available Distribution Amount" above. No other form of credit support will be available for the benefit of holders of the Offered Certificates. If, following the distributions to be made in respect of the Certificates on any Distribution Date, the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date (net of the then outstanding KC Pari Passu Note A-1 Subordinate Balance), is less than the then aggregate Certificate Balance of the Sequential Pay Certificates, the Certificate Balances of 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 will be reduced, sequentially in that order, in the case of each such Class until such deficit (or the related Certificate Balance) is reduced to zero (whichever occurs first); provided, however, that any Realized Losses with respect to the KinderCare Portfolio Whole Loan will first be allocated to the KC Pari Passu Note A-1 Subordinate Components (and thus the related Class of Class KC Certificates) in reverse sequential order, prior to being allocated (to the extent allocable to the KC Pari Passu Note A-1 Senior Component under the KinderCare Portfolio Intercreditor Agreement) to any Class of Sequential Pay Certificates. If any portion of such deficit remains at such time as the Certificate Balances of such Classes of Certificates are reduced to zero, then the respective Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates will be reduced, pro rata in accordance with the relative sizes of the remaining Certificate Balances of such Classes until such deficit (or each such Certificate Balance) is reduced to zero. Any such deficit will, in general, be the result of Realized Losses incurred in respect of the Mortgage Loans and/or Additional Trust Fund Expenses to the extent paid from funds which would otherwise have been used to make distributions of principal. Accordingly, the foregoing reductions in the Certificate Balances of the respective Classes of the Sequential Pay Certificates will constitute an allocation of any such Realized Losses and Additional Trust Fund Expenses. EXCESS INTEREST DISTRIBUTION ACCOUNT The Trustee is required to establish and maintain the Excess Interest Distribution Account (which may be a sub-account of the Distribution Account) in the name of the Trustee for the benefit of the Class V Certificateholders. Prior to the applicable Distribution Date, the Master Servicer is required to remit to the Trustee for deposit into the Excess Interest Distribution Account an amount equal to the Excess Interest received during the related Collection Period. Amounts on deposit in the Excess Interest Distribution Account may be invested only in Permitted Investments. The Trustee will have no obligation to invest the funds on deposit in the Excess Interest Distribution Account. INTEREST RESERVE ACCOUNT The Master Servicer will be required to establish and maintain the Interest Reserve Account (which may be a sub-account of the Certificate Account) in the name of the Trustee for the benefit of the holders of the Certificates. On each Master Servicer Remittance Date occurring in February and in January of any year which is not a leap year, an amount will be required to be withdrawn (i) from the Certificate Account, in respect of each Mortgage Loan that accrues interest on an Actual/360 Basis (other than the KC Pari Passu Note A-1 Component Mortgage Loan) and (ii) from the Certificate Account, in respect of the KC Pari Passu Note A-1 Senior Component, and remit for deposit into the Interest Reserve Account, an amount equal to one day's interest at the related Net S-139 Mortgage Rate on the Stated Principal Balance of each such Mortgage Loan or the KC Pari Passu Note A-1 Component Mortgage Loan Senior Balance of the KC Pari Passu Note A-1 Senior Component as of the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, of each such Mortgage Loan, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, the "Withheld Amount"). On each Master Servicer Remittance Date occurring in March, the Master Servicer will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit such amount into the Certificate Account. The Master Servicer may invest amounts on deposit in the Interest Reserve Account in Permitted Investments for its own account. P&I ADVANCES With respect to each Distribution Date, the Master Servicer will be obligated, subject to the recoverability determination described below, to make P&I Advances out of its own funds or, subject to the replacement thereof as and to the extent provided in the Pooling and Servicing Agreement, funds held in the Certificate Account (or, with respect to the Serviced Whole Loan, the separate custodial account created with respect thereto) that are not required to be part of the Available Distribution Amount for such Distribution Date, in an amount generally equal to the aggregate of all Monthly Payments (other than Balloon Payments and Excess Interest) and any Assumed Monthly Payments, in each case net of related Master Servicing Fees that were due or deemed due, as the case may be, in respect of each Mortgage Loan or Serviced Whole Loan during the related Collection Period and that were not paid by or on behalf of the related borrowers or otherwise collected as of the close of business on the business day prior to the Master Servicer Remittance Date. The Master Servicer's obligations to make P&I Advances in respect of any Mortgage Loan will continue through liquidation of such Mortgage Loan or disposition of any REO Property acquired in respect thereof. Notwithstanding the foregoing, if it is determined that an Appraisal Reduction Amount (as defined below) exists with respect to any Required Appraisal Loan (as defined below), then, with respect to the Distribution Date immediately following the date of such determination and with respect to each subsequent Distribution Date for so long as such Appraisal Reduction Amount exists, in the event of subsequent delinquencies on such Mortgage Loan, the interest portion of the P&I Advance required to be made in respect of such Mortgage Loan will be reduced (no reduction to be made in the principal portion, however) to an amount equal to the product of (i) the amount of the interest portion of such P&I Advance that would otherwise be required to be made for such Distribution Date without regard to this sentence, multiplied by (ii) a fraction (expressed as a percentage), the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan, net of such Appraisal Reduction Amount, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan. The Master Servicer will not be required to make a P&I Advance with respect to the 277 Park Avenue Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-2 or the KinderCare Portfolio Pari Pasu Note A-3 during any period that any such note is not then included in a securitization trust. The Trustee will not be required to make any P&I Advance with respect to the 277 Park Avenue Pari Passu Note A-2, the KinderCare Portfolio Pari Passu Note A-2 or the KinderCare Portfolio Pari Pasu Note A-3. See "Description of the Certificates--Appraisal Reductions" in this prospectus supplement. Subject to the recoverability determination described below, if the Master Servicer fails to make a required P&I Advance, then the Trustee will be required to make such P&I Advance. See "The Trustee--The Trustee" in this prospectus supplement. The Master Servicer and the Trustee will each be entitled to recover any P&I Advance made out of its own funds from any Related Proceeds. Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will be obligated to make any P&I Advance if it determines in its reasonable good faith judgment that such a P&I Advance would be a Nonrecoverable P&I Advance. The Trustee will be entitled to rely on any non-recoverability determination made by the Master Servicer and the Trusstee and Master Servicer will conclusively rely on and be bound by the non-recoverability determination made by the Special Servicer. Neither the Master Servicer nor the S-140 Trustee will make a P&I Advance for Excess Interest or a Prepayment Premium. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to recover any Advance that at any time is determined to be a Nonrecoverable Advance (and interest thereon) out of funds received on or in respect of other Mortgage Loans. Upon the determination that a previously made Advance is a Nonrecoverable Advance, instead of obtaining reimbursement out of general collections immediately, the Master Servicer, the Special Servicer or the Trustee, as applicable, may, in its sole discretion, elect to obtain reimbursement for such Nonrecoverable Advance over time and the unreimbursed portion of such Advance will accrue interest at the Reimbursement Rate. If such an election to obtain reimbursement over time is made, the Master Servicer, the Special Servicer or the Trustee, as applicable, will, during the first six months after such nonrecoverability determination was made, only seek reimbursement for such Nonrecoverable Advance from collections of principal (with such Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement Amounts (as defined below)). After such initial six months, the Master Servicer, the Special Servicer or the Trustee, as applicable, may continue to seek reimbursement for such Nonrecoverable Advance solely from collections of principal or may seek reimbursement for such Nonrecoverable Advance from general collections, in each case for a period of time not to exceed an additional six months (with such Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement Amounts). In the event that the Master Servicer, the Special Servicer or the Trustee, as applicable, wishes to seek reimbursement over time after the second six-month period discussed in the preceding sentence, then the Master Servicer, the Special Servicer or Trustee, as applicable, may continue to seek reimbursement for such Nonrecoverable Advance solely from collections of principal or may seek reimbursement for such Nonrecoverable Advance from general collections, in either case for such a longer period of time as agreed to by the Master Servicer, the Special Servicer or the Trustee, as applicable, and the Directing Certificateholder, each in its sole discretion (with such Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement Amounts). Notwithstanding the foregoing, at any time after such a determination to obtain reimbursement over time, the Master Servicer, the Special Servicer or the Trustee, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately. The fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes will not, with respect to the Master Servicer, constitute a violation of the Servicing Standard and/or with respect to the Trustee, constitute a violation of any fiduciary duty to Certificateholders or contractual duty under the Pooling and Servicing Agreement. The Master Servicer, the Special Servicer or the Trustee, as applicable, will give each Rating Agency three weeks prior notice of its intent to obtain reimbursement of Nonrecoverable Advances from general collections as described above unless (1) the Master Servicer or Special Servicer (or Trustee, if applicable) determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer's or the Special Servicer's (or Trustee's, if applicable) ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer or Special Servicer (or Trustee, if applicable) that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer or Special Servicer has not timely received from the Trustee information requested by the Master Servicer or Special Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer or Special Servicer (or Trustee, if applicable) will give each Rating Agency notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Certificate Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. The Master Servicer or Special Servicer (or Trustee, if applicable) will have no liability for any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated by the immediately preceding sentence. If the Master Servicer, Special Servicer or the Trustee, as applicable, is reimbursed out of general collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any interest accrued and payable thereon), then (for purposes of calculating S-141 distributions on the Certificates) such reimbursement and payment of interest will be deemed to have been made: first, out of the Principal Distribution Amount, which, but for its application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for any subsequent Distribution Date, and second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for any subsequent Distribution Date. If and to the extent that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to pay interest thereon, then the Principal Distribution Amount for such Distribution Date will be reduced, to not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed out of the Principal Distribution Amount as contemplated above and (iii) the particular item for which such Advance was originally made is subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then the Principal Distribution Amount for the Distribution date that corresponds to the Due Period in which such item was recovered will be increased by an amount equal to the lesser of (A) the amount of such item and (B) any previous reduction in the Principal Distribution Amount for a prior Distribution Date as contemplated in the paragraph above resulting from the reimbursement of the subject Advance and/or the payment of interest thereon. If one or more unreimbursed Workout-Delayed Reimbursement Amounts exist, then such Workout-Delayed Reimbursement Amounts will be reimbursable only from amounts in the Certificate Account that represent collections of principal on the Mortgage Loans; provided, however, that on any Distribution Date when (1) less than 10% of the initial aggregate Stated Principal Balance of the Mortgage Pool is outstanding and (2) the sum of the aggregate unpaid Nonrecoverable Advances plus the aggregate unpaid Workout-Delayed Reimbursement Amounts, which have not been reimbursed to the Master Servicer, Special Servicer or Trustee, as applicable, exceeds 20% of the aggregate Stated Principal Balance of the Mortgage Pool then outstanding, then the Master Servicer, the Special Servicer or the Trustee, as applicable, may obtain reimbursement of any outstanding Workout-Delayed Reimbursement Amount from principal collections or any other amounts in the Certificate Account, including but not limited to interest collected on the Mortgage Loans, if principal is not sufficient to pay such amounts; provided, further, however, that the foregoing will not in any manner limit the right of the Master Servicer, Special Servicer or Trustee, as applicable, to choose voluntarily to seek reimbursement of Workout-Delayed Reimbursement Amounts solely from collections of principal. The Master Servicer, Special Servicer or Trustee, as applicable, will give each Rating Agency three weeks prior notice of its intent to obtain reimbursement of Workout-Delayed Reimbursement Amounts from interest collections as described in the preceding sentence. As used in the second preceding sentence, "Workout-Delayed Reimbursement Amount" means, with respect to any Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related borrower to pay such amount under the terms of the modified loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount will not in any manner limit the right of any person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance recoverable in the same manner as any other Nonrecoverable Advance. See "Description of the Certificates--Advances in Respect of Delinquencies" and "The Pooling and Servicing Agreements--Certificate Account" in the accompanying prospectus. The Master Servicer and the Trustee will each be entitled with respect to any Advance made thereby, and the Special Servicer will be entitled with respect to any Servicing Advance made thereby, to interest accrued on the amount of such Advance for so long as it is outstanding at the S-142 Reimbursement Rate except that no interest will be payable with respect to any P&I Advance of a payment due on a Mortgage Loan during the applicable grace period. Such Advance Interest on any Advance will be payable to the Master Servicer, the Special Servicer or the Trustee, as the case may be, first, out of Default Charges collected on the related Mortgage Loan and, second, at any time coinciding with or following the reimbursement of such Advance, out of any amounts then on deposit in the Certificate Account. To the extent not offset by Default Charges accrued and actually collected on the related Mortgage Loan as described above, interest accrued on outstanding Advances will result in a reduction in amounts payable on the Certificates. APPRAISAL REDUCTIONS Promptly following the occurrence of any Appraisal Trigger Event with respect to any Required Appraisal Loan, the Special Servicer will be required to obtain (or, if such Mortgage Loan or Serviced Whole Loan has a Stated Principal Balance of $2,000,000 or less, at its discretion, conduct) an appraisal of the related Mortgaged Property from an independent MAI-designated appraiser, unless such an appraisal had previously been obtained (or if applicable, conducted) within the prior twelve months and there has been no subsequent material change in the circumstances surrounding the related Mortgaged Property that, in the Special Servicer's judgment, would materially affect the value of the Mortgaged Property, and will deliver a copy of such appraisal to the Trustee, the Master Servicer and the Directing Certificateholder and, if a Serviced Whole Loan is involved, the related Controlling Holder. If such appraisal is obtained from a qualified appraiser, the cost of such appraisal will be covered by, and reimbursable as a Servicing Advance. As a result of any such appraisal, it may be determined that an Appraisal Reduction Amount exists with respect to the related Required Appraisal Loan. If the Special Servicer has not obtained a new appraisal (or performed an internal valuation, if applicable) within the time limit described above, the Appraisal Reduction Amount for the related Mortgage Loan will equal 25% of the principal balance of such Mortgage Loan, to be adjusted upon receipt of the new appraisal (or internal valuation, if applicable). For so long as any Mortgage Loan, Serviced Whole Loan or REO Loan remains a Required Appraisal Loan, the Special Servicer is required, within 30 days of each anniversary of such Mortgage Loan having become a Required Appraisal Loan, to obtain (or, if such Required Appraisal Loan has a Stated Principal Balance of $2,000,000 or less, at its discretion, conduct) an update of the prior appraisal, and will deliver a copy of such update to the Trustee, the Master Servicer and the Directing Certificateholder and, if a Serviced Whole Loan is involved, the related Controlling Holder. If such update is obtained from a qualified appraiser, the cost thereof will be covered by, and be reimbursed as, a Servicing Advance. Promptly following the receipt of, and based upon, such update, the Special Servicer will redetermine and report to the Trustee, the Master Servicer and the Directing Certificateholder and, if applicable, the related Controlling Holder the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. The Directing Certificateholder with respect to the Mortgage Loans other than the KC Pari Passu Note A-1 Component Mortgage Loan during a period in which no KC Pari Passu Note A-1 Control Appraisal Period exists will have the right at any time within six months of the date of the receipt of any appraisal to require that the Special Servicer obtain a new appraisal of the subject Mortgaged Property in accordance with MAI standards, at the expense of the Directing Certificateholder. Upon receipt of such appraisal the Special Servicer will deliver a copy thereof to the Trustee, the Master Servicer and the Directing Certificateholder. Promptly following the receipt of, and based upon, such appraisal, the Special Servicer will redetermine and report to the Trustee, the Master Servicer and the Directing Certificateholder the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. The KinderCare Portfolio Controlling Holder, as applicable, will have the right, at its expense at any time within six months of the date of the receipt of any appraisal to require that the Special Servicer obtain a new appraisal of the related Mortgaged Property in accordance with MAI standards. Upon receipt of such appraisal the Special Servicer will deliver a copy thereof to the S-143 Trustee, the Master Servicer, the Directing Certificateholder and the KinderCare Portfolio Controlling Holder, as applicable. Promptly following the receipt of, and based upon, such appraisal, the Special Servicer will redetermine and report to the Trustee, the Master Servicer, the Directing Certificateholder and the KinderCare Portfolio Controlling Holder, as applicable, the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. A Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of the KinderCare Portfolio Whole Loan will be allocated first to the KC Pari Passu Note A-1 Subordinate Components and any remaining amount that exceeds the aggregate balance of the KC Pari Passu Note A-1 Subordinate Components will be allocated to the KC Pari Passu Note A-1 Senior Portion, the KinderCare Portfolio Pari Passu Note A-2 and the KinderCare Portfolio Pari Passu Note A-3, pro rata. Any Appraisal Reduction Amount in respect of the 277 Park Avenue Whole Loan will be allocated to the 277 Park Avenue Note A-1 and 277 Park Avenue Note A-2, pro rata. REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION Trustee Reports. On each Distribution Date, the Trustee will be required to make available to any interested party, a statement (a "Distribution Date Statement") based upon information provided by the Master Servicer in accordance with Commercial Mortgage Securities Association guidelines setting forth, among other things: (1) A statement setting forth, among other things: (i) the amount of distributions, if any, made on such Distribution Date to the holders of each Class of REMIC II Certificates and applied to reduce the respective Certificate Balances thereof; (ii) the amount of distributions, if any, made on such Distribution Date to the holders of each Class of REMIC II Certificates allocable to Distributable Certificate Interest and Prepayment Premiums; (iii) the Available Distribution Amount for such Distribution Date; (iv) the aggregate amount of P&I Advances made in respect of the immediately preceding Determination Date, the aggregate amount of P&I Advances made as of the Master Servicer Remittance Date ("Payment After Determination Date Report"), the aggregate amount of P&I Advances and other Servicing Advances made in respect of the immediately preceding Distribution Date; (v) the aggregate Stated Principal Balance of the Mortgage Pool (less the Principal Balance of the KC Pari Passu Note A-1 Subordinate Components) outstanding immediately before and immediately after such Distribution Date; (vi) the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Pool as of the end of the Collection Period for the prior Determination Date; (vii) as of the end of the Collection Period for the immediately preceding Distribution Date, the number and aggregate ending scheduled principal balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more, (D) as to which foreclosure proceedings have been commenced (except with respect to REO Properties) and (E) any bankruptcy by a borrower; (viii) with respect to any REO Property included in the Trust Fund as of the end of the Collection Period for such Distribution Date, the principal balance of the Mortgage Loan as of the date such Mortgage Loan became delinquent; (ix) the Accrued Certificate Interest and Distributable Certificate Interest in respect of each Class of REMIC II Certificates for such Distribution Date; (x) the aggregate amount of Distributable Certificate Interest payable in respect of each Class of REMIC II Certificates on such Distribution Date, including, without limitation, any Distributable Certificate Interest remaining unpaid from prior Distribution Dates; (xi) any unpaid Distributable Certificate Interest in respect of such Class of REMIC II Certificates after giving effect to the distributions made on such Distribution Date; (xii) the Pass-Through Rate for each Class of REMIC II Certificates for such Distribution Date; (xiii) the Principal Distribution Amount for such Distribution Date, separately identifying the respective components of such amount; (xiv) the aggregate of all Realized Losses incurred during the related Collection Period and all Additional Trust Fund Expenses incurred during the related Collection Period; (xv) the Certificate Balance or Notional Amount, as the case may be, of each S-144 Class of REMIC II Certificates outstanding immediately before and immediately after such Distribution Date, separately identifying any reduction therein due to the allocation of Realized Losses and Additional Trust Fund Expenses on such Distribution Date; (xvi) the aggregate amount of servicing fees paid to the Master Servicer and the Special Servicer, collectively and separately, during the Collection Period for the prior Distribution Date; (xvii) a brief description of any material waiver, modification or amendment of any Mortgage Loan entered into by the Master Servicer or Special Servicer pursuant to the Pooling and Servicing Agreement during the related Collection Period; (xviii) current and cumulative outstanding Advances; (xix) current prepayments and curtailments; (xx) the number and aggregate principal balance of Mortgage Loans as to which foreclosure proceedings have been commenced as to the related Mortgaged Property; (xxi) the ratings from all Rating Agencies for all Classes of Certificates (xxii) the amounts, if any, distributed with respect to the Class KC Certificates and on such Distribution Date; and (xxiii) the Stated Principal Balance of the KC Pari Passu Note A-1 Subordinate Components. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per a specified denomination. (2) A report containing information regarding the Mortgage Loans as of the close of business on the immediately preceding Determination Date, which report will contain certain of the categories of information regarding the Mortgage Loans set forth in Annex A1 to this prospectus supplement in the tables under the caption "Certain Characteristics of the Mortgage Loans" (calculated, where applicable, on the basis of the most recent relevant information provided by the borrowers to the Master Servicer or the Special Servicer and by the Master Servicer or the Special Servicer, as the case may be, to the Trustee) and such information will be presented in a loan-by-loan and tabular format substantially similar to the formats utilized in this prospectus supplement on Annex A1 (provided that no information will be provided as to any repair and replacement or other cash reserve and the only financial information to be reported on an ongoing basis will be actual expenses, occupancy, actual revenues and actual net operating income for the respective Mortgaged Properties and a debt service coverage ratio calculated on the basis thereof). Servicer Reports. The Master Servicer is required to deliver to the Trustee on the second business day following each Determination Date, and the Trustee is to provide or make available on each Distribution Date, either in electronic format or by first-class mail (if requested in writing) to each Certificateholder, and any potential investor in the Certificates who certifies its identity as such, on each Distribution Date, a CMSA loan setup file, a CMSA loan periodic update file, a CMSA property file, and a CMSA financial file (in electronic format and substance provided by the Master Servicer and/or the Special Servicer) setting forth certain information with respect to the Mortgage Loans and the Mortgaged Properties, and certain CMSA supplemental reports set forth in the Pooling and Servicing Agreement containing certain information regarding the Mortgage Loans and the Mortgaged Properties all of which will be made available electronically (i) to any interested party including the Rating Agencies, the Underwriters and any party to the Pooling and Servicing Agreement via the Trustee's Website or, (ii) to authorized persons identified by the Trustee to the Master Servicer and parties to the Pooling and Servicing Agreement, via the Master Servicer's Website, if the Master Servicer elects to maintain a website, in its sole discretion, with the use of a username and a password provided by the Master Servicer to such Person upon delivery to the Trustee with a copy to the Master Servicer of a certification in the form attached to the Pooling and Servicing Agreement. The servicer reports will not include any information that the Master Servicer or the Special Servicer, as applicable, deems to be confidential. The information that pertains to Specially Serviced Mortgage Loans and REO Properties reflected in such reports will be based solely upon the reports delivered by the Special Servicer to the Master Servicer prior to the related Distribution Date. None of the Master Servicer, the Special Servicer or the Trustee will be responsible for the accuracy or completeness of any information supplied to it by a borrower or other third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer or the Trustee, as applicable. S-145 Within 60 days after receipt by the Master Servicer from the related borrowers or otherwise, as to Non-Specially Serviced Mortgage Loans, and within 45 days after receipt by the Master Servicer from the Special Servicer or otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Specially Serviced Mortgage Loans) will, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) a report (the "CMSA Operating Statement Analysis Report") and the Master Servicer will remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within ten days following initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Special Servicer in a format reasonably acceptable to the Trustee and Special Servicer. Within 60 days after receipt by the Master Servicer (or 30 days in the case of items received by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties) of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Specially Serviced Mortgage Loans) will prepare or update and forward to the Special Servicer and the Directing Certificateholder (in an electronic format reasonably acceptable to the Special Servicer) a report (the "CMSA NOI Adjustment Worksheet") to normalize the full year net operating income and debt service coverage numbers for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets will be prepared substantially in the form as set forth in the Pooling and Servicing Agreement and will be maintained by the Master Servicer with respect to each Mortgaged Property and REO Property, and the Master Servicer will forward electronic copies (to the extent available) to the Directing Certificateholder, the Trustee upon request, each Rating Agency upon request, and any Certificateholder, upon request, or to the extent a Certificate Owner has confirmed its ownership interest in the Certificates held thereby, such Certificate Owner, together with the related operating statement or rent rolls. Each CMSA Operating Statement Analysis Report and CMSA NOI Adjustment Worksheet will be prepared using normalized year-to-date CMSA methodology as in effect on the Delivery Date and as modified and reasonably agreeable to the Master Servicer from time to time. Conveyance of notices and other communications by DTC to Participants, and by Participants to Certificate Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The Master Servicer, the Special Servicer, the Trustee, the Depositor, the REMIC Administrator, the Mortgage Loan Sellers and the Certificate Registrar are required to recognize as Certificateholders only those persons in whose names the Certificates are registered on the books and records of the Certificate Registrar. To the extent set forth in the Pooling and Servicing Agreement, the Trustee will make available each month, to the general public, the Distribution Date Statement (and any additional files containing the same information in an alternative format), the servicer reports, Mortgage Loan information as presented in the CMSA loan setup file, CMSA loan periodic update file, all other CMSA reports provided to it by the Master Servicer and any other item at the request of the Depositor to any interested party via the Trustee's Website initially located at "www.etrustee.net". In addition, pursuant to the Pooling and Servicing Agreement, the Trustee will make available, as a convenience to the general public (and not in furtherance of the distribution of the accompanying prospectus or the prospectus supplement under the securities laws), the Pooling and Servicing Agreement, the accompanying prospectus and the prospectus supplement via the Trustee's Website. For assistance with the above-referenced services, interested parties may call (312) 904-4581. The Trustee will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. In connection with providing access to the Trustee's Website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with the Pooling and Servicing Agreement. S-146 For a discussion of certain annual information reports to be furnished by the Trustee to persons who at any time during the prior calendar year were holders of the Offered Certificates, see "Description of the Certificates--Reports to Certificateholders" in the accompanying prospectus. Other Information. The Pooling and Servicing Agreement requires that the Trustee make available at its offices, during normal business hours, upon reasonable advance written notice, for review by any holder or Certificate Owner of an Offered Certificate or any person identified to the Trustee by any such holder or Certificate Owner as a prospective transferee of an Offered Certificate or any interest therein, originals or copies of, among other things, the following items to the extent in its possession: (a) all officer's certificates delivered to the Trustee since the Delivery Date as described under "Servicing of the Mortgage Loans--Evidence as to Compliance" in this prospectus supplement, (b) all accountant's reports delivered to the Trustee since the Delivery Date as described under "Servicing of the Mortgage Loans--Evidence as to Compliance" in this prospectus supplement, and (c) the Mortgage Note, Mortgage and other legal documents relating to each Mortgage Loan, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Master Servicer or the Special Servicer and delivered to the Trustee. In addition, the Master Servicer is required to make available, during normal business hours, upon reasonable advance written notice, for review by any holder or Certificate Owner of an Offered Certificate (as confirmed to the Master Servicer by the Trustee) or any person identified to the Master Servicer by the Trustee as a prospective transferee of an Offered Certificate or any interest therein, originals or copies of any and all documents (in the case of documents generated by the Special Servicer, to the extent received therefrom) that constitute the servicing file for each Mortgage Loan, in each case except to the extent the Master Servicer in its reasonable, good faith determination believes that any item of information contained in such servicing file is of a nature that it should be conveyed to all Certificateholders at the same time, in which case the Master Servicer is required, as soon as reasonably possible following its receipt of any such item of information, to disclose such item of information to the Trustee for inclusion by the Trustee along with the Distribution Date Statement referred to under "Description of the Certificates--Reports to Certificateholders; Certain Available Information--Trustee Reports" in this prospectus supplement; provided that, until the Trustee has either disclosed such information to all Certificateholders along with the Distribution Date Statement or has properly filed such information with the Securities and Exchange Commission on behalf of the Trust under the Securities Exchange Act of 1934, the Master Servicer is entitled to withhold such item of information from any Certificateholder or Certificate Owner or prospective transferee of a Certificate or an interest therein; and, provided, further, that the Master Servicer is not required to make information contained in any servicing file available to any person to the extent that doing so is prohibited by applicable law or by any documents related to a Mortgage Loan. The Trustee, subject to the last sentence of the prior paragraph, will make available, upon reasonable advance written notice and at the expense of the requesting party, originals or copies of the items referred to in the prior paragraph that are maintained thereby, to Certificateholders, Certificate Owners and prospective purchasers of Certificates and interests therein; provided that the Trustee may require (a) in the case of a Certificate Owner, a written confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Trustee generally to the effect that such person or entity is a beneficial owner of Offered Certificates and will keep such information confidential, and (b) in the case of a prospective purchaser, confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Trustee generally to the effect that such person or entity is a prospective purchaser of Offered Certificates or an interest therein, is requesting the information solely for use in evaluating a possible investment in such Certificates and will otherwise keep such information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep such information confidential. VOTING RIGHTS At all times during the term of the Pooling and Servicing Agreement, 98% of the voting rights for the Certificates will be allocated among the holders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate Balances of their Certificates and 2% of the voting rights S-147 will be allocated to the holders of the Class XW Certificates. No voting rights will be assigned to the Class KC Certificates, the Class V Certificates or the REMIC Residual Certificates. See "Description of the Certificates--Voting Rights" in the accompanying prospectus. TERMINATION The obligations created by the Pooling and Servicing Agreement will terminate following the earliest of (i) the final payment (or advance in respect thereof) or other liquidation of the last Mortgage Loan or related REO Property remaining in the Trust Fund or (ii) the purchase of all of the Mortgage Loans that constitute the Initial Pool Balance and REO Properties remaining in the Trust Fund by the Master Servicer, Special Servicer or by any holder or holders (other than the Depositor or the Mortgage Loan Sellers) of Certificates representing a majority interest in the Controlling Class. Written notice of termination of the Pooling and Servicing Agreement will be given to each Certificateholder, and the final distribution with respect to each Certificate will be made only upon surrender and cancellation of such Certificate at the office of the Certificate Registrar or other location specified in such notice of termination. Any such purchase by the Master Servicer, Special Servicer or the majority holder(s) of the Controlling Class of all the Mortgage Loans and REO Properties remaining in the Trust Fund is required to be made at a price equal to (a) the sum of (i) the aggregate Purchase Price of all the Mortgage Loans that constitute the Initial Pool Balance then included in the Trust Fund (other than any Mortgage Loans as to which the related Mortgaged Properties have become REO Properties) and (ii) the fair market value of all REO Properties then included in the Trust Fund, as determined by an appraiser mutually agreed upon by the Master Servicer and the Trustee, minus (b) (solely in the case of a purchase by the Master Servicer) the aggregate of all amounts payable or reimbursable to the Master Servicer under the Pooling and Servicing Agreement. Such purchase will effect early retirement of the then outstanding Certificates, but the right of the Master Servicer, Special Servicer or the majority holder(s) of the Controlling Class to effect such termination is subject to the requirement that the then aggregate Stated Principal Balance of the Mortgage Pool be less than 1.0% of the Initial Pool Balance as of the Delivery Date. The purchase price paid by the Master Servicer, Special Servicer or the majority holder(s) of the Controlling Class, exclusive of any portion thereof payable or reimbursable to any person other than the Certificateholders, will constitute part of the Available Distribution Amount for the final Distribution Date. On the final Distribution Date, the aggregate amount paid by any Special Servicer or the Master Servicer, as the case may be, for the Mortgage Loans and other assets in the Trust Fund (if the Trust Fund is to be terminated as a result of the purchase described in the preceding paragraph), together with all other amounts on deposit in the Certificate Account and not otherwise payable to a person other than the Certificateholders (see "Description of the Pooling and Servicing Agreements-- Certificate Account" in the accompanying prospectus), will be applied generally as described under "--Distributions" above. Any termination by the Special Servicer or the Master Servicer would result in prepayment in full of the Certificates and would have an adverse effect on the yield of the Class XW Certificates because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans without the receipt of any Prepayment Premiums and, as a result, investors in the Class XW Certificates and any other Certificates purchased at a premium might not fully recoup their initial investment. See "Yield and Maturity Considerations" in this prospectus supplement. S-148 THE TRUSTEE THE TRUSTEE LaSalle Bank National Association, a national banking association, will act as Trustee on behalf of the certificateholders. As compensation for its services, the Trustee will be entitled to receive a fee payable from funds on deposit in the Distribution Account. In addition, the Trustee will be obligated to make any advance required to be made, but not made, by the Master Servicer under the Pooling and Servicing Agreement (including a Servicing Advance, to the extent the Trustee has actual knowledge of the failure of the Master Servicer to make such Servicing Advance), provided that the Trustee will not be obligated to make any advance that it determines to be nonrecoverable. The Trustee will be entitled to rely conclusively on any determination by the Master Servicer or the Special Servicer that an advance, if made, would be nonrecoverable. The Trustee will be entitled to reimbursement (with interest thereon at the Reimbursement Rate) for each advance made by it in the same manner and to the same extent as, but prior to, the Master Servicer. The Trustee will make no representation as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates, the Mortgage Loans or related documents or the sufficiency of this prospectus supplement and will not be accountable for the use or application by or on behalf of the Master Servicer or the Special Servicer of any funds paid to the Master Servicer or the Special Servicer in respect of the Certificates or the Mortgage Loans, or any funds deposited into or withdrawn from the Certificate Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer. If no Event of Default has occurred and is continuing, the Trustee will be required to perform only those duties specifically required under the Pooling and Servicing Agreement. However, upon receipt of any of the various resolutions, statements, opinions, reports, documents, orders or other instruments required to be furnished to it pursuant to the Pooling and Servicing Agreement, the Trustee will be required to examine such documents and to determine whether they conform to the requirements of the Pooling and Servicing Agreement (to the extent set forth therein) without responsibility for investigating the contents thereof. LaSalle Bank National Association is rated "Aa3" by Moody's and "A+" by S&P. The information set forth in this prospectus supplement concerning the Trustee has been provided by the Trustee. Pursuant to the Pooling and Servicing Agreement, the Trustee will be entitled to the Trustee Fee payable out of general collections on the Mortgage Loans and any REO Properties. The Trustee Fee will be computed for the same period for which interest payments on the Mortgage Loans are computed. The Trustee will also have certain duties as REMIC Administrator. See "Certain Federal Income Tax Consequences--REMICs--Reporting and Other Administrative Matters" and "The Pooling and Servicing Agreements--Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor", "--Events of Default" and "--Rights Upon Event of Default" in the accompanying prospectus. INDEMNIFICATION The Trustee will be entitled to indemnification, from amounts held in the Certificate Account, for any loss, liability, damages, claim or expense arising in respect of the Pooling and Servicing Agreement or the Certificates other than those resulting from the negligence, fraud, bad faith or willful misconduct of the Trustee. Any such indemnification payments will be Additional Trust Fund Expenses that will reduce the amount available to be distributed to Certificateholders as described under "Description of the Certificates--Subordination; Allocation of Losses and Certain Expenses" in this prospectus supplement. S-149 YIELD AND MATURITY CONSIDERATIONS YIELD CONSIDERATIONS General. The yield on any Offered Certificate will depend on (a) the price at which such Certificate is purchased by an investor and (b) the rate, timing and amount of distributions on such Certificate. The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things, (v) the Pass-Through Rate for such Certificate, (w) the rate and timing of principal payments (including principal prepayments) and other principal collections on or in respect of the Mortgage Loans and the extent to which such amounts are to be applied or otherwise result in reduction of the Certificate Balance of the Class of Certificates to which such Certificate belongs, (x) the rate, timing and severity of Realized Losses on or in respect of the Mortgage Loans and of Additional Trust Fund Expenses and Appraisal Reductions and the extent to which such losses, expenses and reductions are allocable to or otherwise result in the nonpayment or deferred payment of interest on, or reduction of the Certificate Balance or Notional Amount of, the Class of Certificates to which such Certificate belongs, (y) the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which such shortfalls are allocable in reduction of the Distributable Certificate Interest payable on the Class of Certificates to which such Certificate belongs and (z) the extent to which Prepayment Premiums are collected and, in turn, distributed on the Class of Certificates to which such Certificate belongs. Rate and Timing of Principal Payments. The yield to holders of any Class of Offered Certificates that are Sequential Pay Certificates purchased at a discount or premium will be affected by the rate and timing of reductions of the Certificate Balances of such Class of Certificates. As described in this prospectus supplement, the Principal Distribution Amount for each Distribution Date will be distributable entirely in respect of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates until the related Certificate Balances thereof are reduced to zero. Following retirement of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates, the Principal Distribution Amount for each Distribution Date will be distributable entirely in respect of the remaining Classes of Sequential Pay Certificates, in sequential order of Class designation, in each such case until the related Certificate Balance is reduced to zero. With respect to the Class A-SB Certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1, Class A-2 and Class A-3 Certificates remain outstanding. In particular, once such Classes of Certificates are no longer outstanding, any remaining portion on any Distribution Date of Principal Distribution Amount (in accordance with the priorities described under "Description of the Certificates--Distributions--Application of the Available Distribution Amount"), will be distributed on the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to zero. As such, the Class A-SB Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans than they were when the Class A-1, Class A-2 and Class A-3 Certificates were outstanding. In light of the foregoing, the rate and timing of reductions of the Certificate Balance of each Class of Offered Certificates will depend on the rate and timing of principal payments on or in respect of the Mortgage Loans, which will in turn be affected by the amortization schedules thereof, the dates on which any Balloon Payments are due and the rate and timing of principal prepayments and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Fund). Prepayments and, assuming the respective stated Maturity Dates therefor have not occurred, liquidations of the Mortgage Loans will result in distributions on the Sequential Pay Certificates of amounts that would otherwise be distributed over the remaining terms of the Mortgage Loans and will tend to shorten the weighted average lives of those Certificates. Defaults on the Mortgage Loans, particularly in the case of Balloon Loans at or near their stated Maturity Dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Sequential Pay Certificates) while workouts are negotiated or foreclosures are completed, and such S-150 delays will tend to lengthen the weighted average lives of those Certificates. Failure of the borrower under an ARD Loan to repay its respective Mortgage Loan by or shortly after its Anticipated Repayment Date, for whatever reason, will also tend to lengthen the weighted average lives of the Sequential Pay Certificates. Although the ARD Loans include incentives for the related borrower to repay the Mortgage Loan by its Anticipated Repayment Date (e.g., an increase in the interest rate of the loan above the Mortgage Rate and the application of all excess cash (net of approved property expenses and any required reserves) from the related Mortgaged Property to pay down the Mortgage loan, in each case following the passage of such date), there can be no assurance that the related borrower will want, or be able, to repay the Mortgage Loan in full. See "Servicing of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this prospectus supplement and "The Pooling and Servicing Agreements--Realization Upon Defaulted Mortgage Loans" and "Certain Legal Aspects of Mortgage Loans--Foreclosure" in the accompanying prospectus. The extent to which the yield to maturity of any Class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and when, and to what degree, payments of principal on or in respect of the Mortgage Loans are distributed or otherwise result in a reduction of the Certificate Balance of such Certificates. An investor should consider, in the case of any Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on or in respect of the Mortgage Loans is distributed or otherwise results in reduction of the principal balance of any other Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor's yield to maturity. As a result, the effect on an investor's yield of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period may not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments. Because the rate of principal payments on or in respect of the Mortgage Loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of principal prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans. Losses and Shortfalls. The yield to holders of the Offered Certificates will also depend on the extent to which such holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans. As and to the extent described in this prospectus supplement, Realized Losses and Additional Trust Fund Expenses will be allocated (i) with respect to Realized Losses and Additional Trust Fund Expenses attributable to the KC Pari Passu Note A-1 Component Mortgage Loan, to the related Classes of Class KC Certificates in reverse alphabetical order to the extent described in this prospectus supplement, (ii) with respect to Realized Losses and Additional Trust Fund Expenses attributable to each Mortgage Loan (other than the KC Pari Passu Note A-1 Component Mortgage Loan) and with respect to the KC Pari Passu Note A-1 Component Mortgage Loan after the related Subordinate Balance has been reduced to zero, to the respective Classes of Sequential Pay Certificates (which allocation will, in general, reduce the amount of interest distributable thereto in the case of Additional Trust Fund Expenses and reduce the Certificate Balance thereof in the case of Realized Losses) in the following order: first, to each Class of Sequential Pay Certificates (other than the Class A Senior Certificates), in reverse sequential order of Class designation, until the Certificate Balance thereof has been reduced to zero; then, to the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates, pro rata in accordance with their respective remaining Certificate Balances, until the remaining Certificate Balance of each such Class has been reduced to zero. The Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated to (i) with respect to Net Aggregate Prepayment Interest Shortfalls attributable to the KC Pari Passu Note A-1 Component Mortgage Loan, to the Classes of Class KC Certificates in reverse S-151 alphabetical order to the extent described in this prospectus supplement, and (ii) with respect to Net Aggregate Prepayment Interest Shortfalls attributable to each Mortgage Loan (other than the KC Pari Passu Note A-1 Component Mortgage Loan) and with respect to the KC Pari Passu Note A-1 Component Mortgage Loan after the related subordinate component's interest otherwise distributable thereon has been reduced to zero, to all Classes of Certificates (other than the REMIC Residual Certificates, the Class V Certificates and the Class KC Certificates). Such allocations to the REMIC II Certificates will be made pro rata to such Classes on the basis of Accrued Certificate Interest otherwise distributable for each such Class for such Distribution Date and will reduce the respective amounts of Distributable Certificate Interest for each such Class for such Distribution Date. Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on or in respect of the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, Prepayment Premiums, Lock-out Periods and amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for retail shopping space, rental apartments, hotel rooms, industrial or warehouse space, health care facility beds, senior living units or office space, as the case may be, in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See "Risk Factors--Risks Related to the Mortgage Loans", "Description of the Mortgage Pool" and "Servicing of the Mortgage Loans" in this prospectus supplement and "The Pooling and Servicing Agreements" and "Yield and Maturity Considerations--Yield and Prepayment Considerations" in the accompanying prospectus. The rate of prepayment on the Mortgage Loans is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below the Mortgage Rate (or, in the case of the ARD Loans, after their Anticipated Repayment Dates, the Revised Rate) at which a Mortgage Loan accrues interest, a borrower may have an increased incentive to refinance such Mortgage Loan. Conversely, to the extent prevailing market interest rates exceed the applicable Mortgage Rate for any Mortgage Loan, such Mortgage Loan may be less likely to prepay (other than, in the case of the ARD Loans, out of certain net cash flow from the related Mortgaged Property). Accordingly, there can be no assurance that a Mortgage Loan will be prepaid prior to maturity. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell Mortgaged Properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits. If a Mortgage Loan is not in a Lock-out Period, any Prepayment Premium in respect of such Mortgage Loan may not be sufficient economic disincentive to prevent the related borrower from voluntarily prepaying the loan as part of a refinancing thereof or a sale of the related Mortgaged Property. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans" in this prospectus supplement. The Depositor makes no representation or warranty as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of such factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans. WEIGHTED AVERAGE LIVES The weighted average life of any Offered Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar to be applied in reduction of the principal balance of such Certificate is distributed to the investor. For purposes of this prospectus supplement, S-152 the weighted average life of any such Offered Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the assumed Settlement Date (as defined in the definition of Maturity Assumptions) to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the principal balance of such Certificate. Accordingly, the weighted average life of any such Offered Certificate will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid or otherwise collected or advanced and the extent to which such payments, collections and/or advances of principal are in turn applied in reduction of the Certificate Balance of the Class of Certificates to which such Offered Certificate belongs. As described in this prospectus supplement, the Principal Distribution Amount for each Distribution Date will generally be distributable first, in respect of the Class A-SB Certificates until reduced to the Class A-SB Planned Principal Balance for such Distribution Date, then, to the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-3 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-SB Certificates until the Certificate Balance thereof is reduced to zero, and then, to the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero. After those distributions, the remaining Principal Distribution Amount with respect to the Mortgage Pool will generally be distributable entirely in respect of the remaining Classes of Sequential Pay Certificates, in sequential order of Class designation, in each such case until the related Certificate Balance is reduced to zero. As a consequence of the foregoing, the weighted average lives of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 may be shorter, and the weighted average lives 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 may be longer, than would otherwise be the case if the Principal Distribution Amount for each Distribution Date was being distributed on a pro rata basis among the respective Classes of Sequential Pay Certificates. With respect to the Class A-SB Certificates, although based on the Maturity Assumptions the Certificate Balance of the Class A-SB Certificates on each Distribution Date would be reduced to the Class A-SB Planned Principal Balance for such Distribution Date, however there is no assurance that the Mortgage Loans will perform in conformity with the Maturity Assumptions. Therefore, there can be no assurance that the balance of the Class A-SB Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Principal Distribution Amount (in accordance with the priorities described under "Description of the Certificates-- Distributions--Application of the Available Distribution Amount"), will be distributed on the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to zero. Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the CPR model (as described in the accompanying prospectus). As used in each of the following tables, the column headed "0%" assumes that none of the Mortgage Loans is prepaid before maturity. The columns headed "25%", "50%", "75%", "100%" assume that no prepayments are made on any Mortgage Loan during such Mortgage Loan's Lock-out Period, if any, during such Mortgage Loan's yield maintenance period, if any, or during such Mortgage Loan's Defeasance Lock-out Period, if any, and are otherwise made on each of the Mortgage Loans at the indicated CPRs. There is no assurance, however, that prepayments of the Mortgage Loans (whether or not in a Lock-out Period, Defeasance Lock-out Period or a yield maintenance period) will conform to any particular CPR, and no representation is made that the Mortgage Loans will prepay in accordance with the assumptions at any of the CPRs shown or at any other particular prepayment rate, that all the Mortgage Loans will prepay in accordance with the assumptions at the same rate or that Mortgage Loans that are in a Lock-out Period or a yield maintenance period will not prepay as a result of involuntary liquidations upon default or otherwise. A "yield maintenance period" is any S-153 period during which a Mortgage Loan provides that voluntary prepayments be accompanied by a Prepayment Premium calculated on the basis of a yield maintenance formula. The following tables indicate the percentages of the initial Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates that would be outstanding after each of the dates shown at various CPRs, and the corresponding weighted average lives of such Classes of Certificates, under the following assumptions (the "Maturity Assumptions"): (i) the Mortgage Loans have the characteristics set forth on Annex A1 to this prospectus supplement as of the Cut-off Date, (ii) the Pass-Through Rate and the initial Certificate Balance (such initial Certificate Balance referred to in this prospectus supplement for purposes of the Maturity Assumptions as the "Initial Certificate Balance"), as the case may be, of each Class of Offered Certificates are as described in this prospectus supplement, (iii) the scheduled Monthly Payments for each Mortgage Loan that accrues interest on the basis of actual number of days elapsed during the month of accrual in a 360-day year are the actual contractual Monthly Payments (adjusted to take into account the addition or subtraction of any Withheld Amounts as described under "Description of the Certificates--Interest Reserve Account" and taking into account the Amortization Schedules), (iv) there are no delinquencies or losses in respect of the Mortgage Loans, there are no modifications, extensions, waivers or amendments affecting the payment by borrowers of principal or interest on the Mortgage Loans, there are no Appraisal Reduction Amounts with respect to the Mortgage Loans and there are no casualties or condemnations affecting the Mortgaged Properties, (v) scheduled Monthly Payments on the Mortgage Loans are timely received, (vi) no voluntary or involuntary prepayments are received as to any Mortgage Loan during such Mortgage Loan's Lock-out Period ("LOP"), if any, Defeasance Lock-out Period ("DLP"), if any, or yield maintenance period ("YMP"), if any, and the ARD Loans are paid in full on their Anticipated Repayment Dates, otherwise, prepayments are made on each of the Mortgage Loans at the indicated CPRs set forth in the tables shown under the heading "Yield and Maturity Considerations--Weighted Average Lives" (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayments), (vii) no reserve, earnout or holdbacks are applied to prepay any Mortgage Loan in whole or in part, (viii) none of the Master Servicer, the Special Servicer nor any majority holder(s) of the Controlling Class exercises its or exercise their right of termination described in this prospectus supplement, (ix) no Mortgage Loan is required to be repurchased by any Mortgage Loan Seller, (x) no Prepayment Interest Shortfalls are incurred, (xi) there are no Additional Trust Fund Expenses, (xii) distributions on the Offered Certificates are made on the 10th day of each month, commencing in January 2006, and (xiii) the Offered Certificates are settled on December 29, 2005 (the "Settlement Date"). To the extent that the Mortgage Loans have characteristics that differ from those assumed in preparing the tables set forth below, Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates may mature earlier or later than indicated by the tables. It is highly unlikely that the Mortgage Loans will prepay in accordance with the above assumptions at any of the specified CPRs until maturity or that all the Mortgage Loans will so prepay at the same rate. The indicated prepayment speeds were assumed for each Mortgage Loan for any period for which a Fixed Prepayment Premium would apply (if any) or for an Open Period. In addition, variations in the actual prepayment experience and the balance of the Mortgage Loans that prepay may increase or decrease the percentages of the Initial Certificate Balances (and weighted average lives) shown in the following tables. Such variations may occur even if the average prepayment experience of the Mortgage Loans were to conform to the assumptions and be equal to any of the specified CPRs. Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay. S-154 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 87.42 87.42 87.42 87.42 87.42 December 10, 2007 ..................... 73.29 73.29 73.29 73.29 73.29 December 10, 2008 ..................... 56.09 56.09 56.09 56.09 56.09 December 10, 2009 ..................... 35.16 35.16 35.16 35.16 35.16 December 10, 2010 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 3.03 3.03 3.02 3.02 3.00 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 4.89 4.88 4.88 4.87 4.73 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-3 CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 10.85 10.66 10.41 9.99 2.93 December 10, 2013 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 6.80 6.80 6.80 6.79 6.73 S-155 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-SB CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 99.88 99.88 99.88 99.88 99.88 December 10, 2011 ..................... 81.51 81.51 81.51 81.51 81.51 December 10, 2012 ..................... 71.37 71.37 71.37 71.37 71.37 December 10, 2013 ..................... 42.21 41.66 41.13 40.61 40.16 December 10, 2014 ..................... 7.09 4.94 2.60 0.00 0.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 7.46 7.44 7.43 7.41 7.38 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 99.92 93.37 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.70 9.68 9.65 9.62 9.42 S-156 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-M CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.89 9.88 9.86 9.86 9.72 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-J CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.95 9.95 9.94 9.91 9.78 S-157 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.95 9.95 9.95 9.95 9.78 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.95 9.95 9.95 9.95 9.78 S-158 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.95 9.95 9.95 9.95 9.78 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.95 9.95 9.95 9.95 9.78 S-159 PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES UNDER THE SPECIFIED CPRS (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR) PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------------ DATE 0% 25% 50% 75% 100% - --------------------------------------- ------------ ------------ ------------ ------------ ------------ Initial Percentage .................... 100.00% 100.00% 100.00% 100.00% 100.00% December 10, 2006 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2007 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2008 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2009 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2010 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2011 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2012 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2013 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2014 ..................... 100.00 100.00 100.00 100.00 100.00 December 10, 2015 ..................... 0.00 0.00 0.00 0.00 0.00 Weighted Average Life (years) ......... 9.95 9.95 9.95 9.95 9.78 S-160 CERTAIN FEDERAL INCOME TAX CONSEQUENCES GENERAL For federal income tax purposes, three separate "real estate mortgage investment conduit" ("REMIC") elections will be made with respect to designated portions of the Trust Fund, the resulting REMICs being herein referred to as the "Component Mortgage Loan REMIC", "REMIC I" and "REMIC II", respectively. The assets of the Component Mortgage Loan REMIC will generally include the KC Pari Passu Note A-1 Component Mortgage Loan, the Trust's interest in any related REO Properties and amounts with respect thereto contained in the Certificate Account, the Interest Reserve Account (as to the related senior component only) and any REO Accounts. The KC Pari Passu Note A-1 Senior Component as well as each Class of Class KC Certificates will represent "regular interests" in the Component Mortgage Loan REMIC. The assets of REMIC I generally will include the Mortgage Loans (the KC Pari Passu Note A-1 Senior Component in the case of the KC Pari Passu Note A-1 Component Mortgage Loan), the Trust's interest in any REO Properties acquired on behalf of the Certificateholders (other than with respect to the KC Pari Passu Note A-1 Component Mortgage Loan) and amounts with respect thereto contained in the Certificate Account, the Interest Reserve Account and the REO Accounts (each as defined in the accompanying prospectus). The assets of REMIC II will consist of certain uncertificated "regular interests" in REMIC I and amounts in the Certificate Account with respect thereto. For federal income tax purposes, (i) the REMIC II Certificates will evidence the "regular interests" in, and generally will be treated as debt obligations of, REMIC II, (ii) the Class R-II Certificates will represent the sole class of "residual interest" in REMIC II and (iii) the Class R-I Certificates will represent the sole class of "residual interests" in the Component Mortgage Loan REMIC and REMIC I. Upon the issuance of the Offered Certificates, Cadwalader, Wickersham & Taft LLP, special tax counsel to the Depositor, will deliver its opinion generally to the effect that, assuming compliance with all provisions of the Pooling and Servicing Agreement for federal income tax purposes, the Component Mortgage Loan REMIC, REMIC I and REMIC II each will qualify as a REMIC under the Code. In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, the portion of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account will be treated as a grantor trust for federal income tax purposes under subpart E, Part I of subchapter J of the Code, and the Class V Certificates will evidence beneficial ownership of such Excess Interest and the Excess Interest Distribution Account. See "Certain Federal Income Tax Consequences--REMICs" in the accompanying prospectus. DISCOUNT AND PREMIUM; PREPAYMENT PREMIUMS The Offered Certificates generally will be treated as newly originated debt instruments originated on the related Startup Day for federal income tax purposes. The "Startup Day" of the Component Mortgage Loan REMIC, REMIC I and REMIC II is the Delivery Date. Beneficial owners of the Offered Certificates will be required to report income on such regular interests in accordance with the accrual method of accounting. It is anticipated that the Class [ ] Certificates will be issued at a premium, that the Class [ ] Certificates will be issued with a de minimis amount of original issue discount and that the Class [ ] Certificates will be issued with more than a de minimis amount of original issue discount for federal income tax purposes. See "Certain Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" and "--Premium" in the accompanying prospectus. For purposes of accruing original issue discount, if any, determining whether such original issue discount is de minimis and amortizing any premium on the Offered Certificates, the Prepayment Assumption will be 0% CPR (except that the ARD Loans will be assumed to be repaid in full on their Anticipated Repayment Date). See "Yield and Maturity Considerations--Weighted Average Lives" in this prospectus supplement. No representation is made as to the rate, if any, at which the Mortgage Loans will prepay. Prepayment Premiums actually collected will be distributed among the holders of the respective Classes of Certificates as described under "Description of the Certificates--Distributions of S-161 Prepayment Premiums" in this prospectus supplement. It is not entirely clear under the Code when the amount of Prepayment Premiums so allocated should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that Prepayment Premiums will be treated as giving rise to any income to the holder of an Offered Certificate prior to the Master Servicer's actual receipt of a Prepayment Premium. Prepayment Premiums, if any, may be treated as ordinary income, although authority exists for treating such amounts as capital gain if they are treated as paid upon the retirement or partial retirement of an Offered Certificate. Certificateholders should consult their own tax advisers concerning the treatment of Prepayment Premiums. CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES Generally, except to the extent noted below, the Offered Certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code for a REIT in the same proportion that the assets of the Trust would be so treated. In addition, interest (including original issue discount, if any) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code for a REIT to the extent that such Certificates are treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code. If 95% or more of the Mortgage Loans are treated as assets described in Section 856(c)(5)(B) of the Code, the Offered Certificates will be treated as such assets in their entirety. The Offered Certificates will generally only be considered assets described in Section 7701(a)(19)(C) of the Code for a domestic building and loan association to the extent that the Mortgage Loans are secured by residential property. It is anticipated that as of the Cut-off Date, 21.9% and 1.7%, of the Initial Pool Balance will represent Mortgage Loans secured by multifamily properties and manufactured housing properties, respectively. Holders of the Offered Certificates should consult their own tax advisors regarding whether the foregoing percentages or some other percentage applies to their certificates. None of the foregoing characterizations will apply to the extent of any Mortgage Loans that have been defeased. Accordingly, an investment in the Offered Certificates may not be suitable for some thrift institutions. The Offered Certificates will be treated as "qualified mortgages" for another REMIC under Section 860G(a)(3)(C) of the Code. See "Description of the Mortgage Pool" in this prospectus supplement and "Certain Federal Income Tax Consequences--REMICs--Characterization of Investments in REMIC Certificates" in the accompanying prospectus. POSSIBLE TAXES ON INCOME FROM FORECLOSURE PROPERTY In general, the Special Servicer will be obligated to operate and manage any Mortgaged Property acquired as REO Property in a manner that would, to the extent commercially feasible, maximize the Trust's net after-tax proceeds from such property. After the Special Servicer reviews the operation of such property and consults with the REMIC Administrator to determine the Trust's federal income tax reporting position with respect to income it is anticipated that the Trust would derive from such property, the Special Servicer could determine that it would not be commercially feasible to manage and operate such property in a manner that would avoid the imposition of a tax on "net income from foreclosure property" (generally, income not derived from renting or selling real property) within the meaning of the REMIC provisions (an "REO Tax"). To the extent that income the Trust receives from an REO Property is subject to a tax on "net income from foreclosure property," such income would be subject to federal tax at the highest marginal corporate tax rate (currently 35%). The determination as to whether income from an REO Property would be subject to an REO Tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property. These considerations will be of particular relevance with respect to any health care facilities or hotels that become REO Property. Any REO Tax imposed on the Trust's income from an REO Property would reduce the amount available for distribution to Certificateholders. Certificateholders are advised to consult their own tax advisors regarding the possible imposition of REO Taxes in connection with the operation of commercial REO Properties by REMICs. S-162 REPORTING AND OTHER ADMINISTRATIVE MATTERS Reporting of interest income, including any original issue discount, if any, with respect to the Offered Certificates is required annually, and may be required more frequently under Treasury regulations. These information reports generally are required to be sent to individual holders of the Offered Certificates and the IRS; holders of Offered Certificates that are corporations, trusts, securities dealers and certain other non-individuals will be provided interest and original issue discount income information and the information set forth in the following paragraph upon request in accordance with the requirements of the applicable regulations. The information must be provided by the later of 30 days after the end of the quarter for which the information was requested, or two weeks after the receipt of the request. Reporting regarding qualification of the REMIC's assets as set forth above under "--Characterization of Investments in Offered Certificates" will be made as required under the Treasury regulations, generally on an annual basis. As applicable, the Offered Certificate information reports will include a statement of the adjusted issue price of the Offered Certificate at the beginning of each accrual period. In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount. Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder's purchase price that the REMIC Administrator may not have, such regulations only require that information pertaining to the appropriate proportionate method of accruing market discount be provided. For further information regarding the federal income tax consequences of investing in the Offered Certificates, see "Certain Federal Income Tax Consequences--REMICs" in the accompanying prospectus. CERTAIN ERISA CONSIDERATIONS A fiduciary of Plan that is subject to Title I of ERISA or Section 4975 of the Code should carefully review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable thereto. Certain fiduciary and prohibited transaction issues arise only if the assets of the Trust constitute Plan Assets. Whether the assets of the Trust will constitute Plan Assets at any time will depend on a number of factors, including the portion of any Class of Certificates that are held by "benefit plan investors" (as defined in U.S. Department of Labor Regulation Section 2510.3-101). The U.S. Department of Labor issued individual prohibited transaction exemptions to NationsBank Corporation (predecessor in interest to Bank of America Corporation), PTE 93-31, to Bear, Stearns & Co. Inc., PTE 90-30, and to Deutsche Bank Securities Inc., Final Authorization Number 97-03E, each as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41, and to Barclays Capital Inc., Final Authorization Number 2004-03E, which generally exempt from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools, such as the Mortgage Pool, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by an Exemption-Favored Party, 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 an Offered Certificate to be eligible for exemptive relief thereunder. First, the acquisition of such Offered Certificate by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm's-length transaction with an unrelated party. Second, such Offered Certificate at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by Fitch, Inc., Moody's or S&P. Third, the Trustee cannot be an affiliate of any other member of the Restricted Group other than an Underwriter. Fourth, the sum of all payments made to and retained by the Exemption-Favored Parties must represent not more than reasonable compensation for underwriting the Offered Certificates; the sum of all S-163 payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Trust must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the Master Servicer, the Special Servicer and any sub-servicer must represent not more than reasonable compensation for such person's services under the Pooling and Servicing Agreement and reimbursement of such person's reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Commission under the Securities Act. A fiduciary of a Plan contemplating a purchase of any Class of Offered Certificates in the secondary market must make its own determination that, at the time of such purchase, such Certificate continues to satisfy the second and third general conditions set forth above. A fiduciary of a Plan contemplating purchasing any Class of Offered Certificates, whether in the initial issuance of such Certificate or in the secondary market, must make its own determination that the first and fourth general conditions set forth above will be satisfied with respect to such Certificates as of the date of such purchase. A Plan's authorizing fiduciary will be deemed to make a representation regarding satisfaction of the fifth general condition set forth above in connection with the purchase of any Class of Offered Certificates. The Exemption also requires that the Trust meet the following requirements: (i) the Trust Fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates evidencing interests in such other investment pools must have been rated in one of the four highest categories of Moody's or S&P for at least one year prior to the Plan's acquisition of an Offered Certificate; and (iii) certificates evidencing interests in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan's acquisition of such Certificate. The Depositor has confirmed to its satisfaction that such requirements have been satisfied as of the date hereof. If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection with (i) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Offered Certificates between the Depositor or an Exemption-Favored Party and a Plan when the Depositor, an Exemption-Favored Party, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer, any Mortgage Loan Seller or a borrower is a party in interest (within the meaning of Section 3(14) of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) (a "Party in Interest") with respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (iii) the continued holding of the Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an Excluded Plan (as defined in the next sentence) by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. Moreover, if the general conditions of the Exemption, as well as certain other specific conditions set forth in the Exemption, are satisfied, the Exemption may also provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection with (1) the direct or indirect sale, exchange or transfer of the Offered Certificates in the initial issuance of the Offered Certificates between the Depositor or an Exemption-Favored Party and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in such Certificates is (a) a borrower with respect to 5.0% or less of the fair market value of the Mortgage Pool or (b) an affiliate of such a person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the continued holding of Offered Certificates by a Plan. Further, if the general conditions of the Exemption, as well as certain other conditions set forth in the Exemption, are satisfied, the Exemption may provide an exemption from the restrictions S-164 imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code, for transactions in connection with the servicing, management and operation of the Mortgage Pool. Lastly, if the general conditions of the Exemption are satisfied, the Exemption also may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1) (A) through (D) of the Code, if such restrictions are deemed to otherwise apply merely because a person is deemed to be a Party in Interest with respect to an investing Plan by virtue of providing services to the Plan (or by virtue of having certain specified relationships to such a person) solely as a result of the Plan's ownership of Offered Certificates. Before purchasing an Offered Certificate, a fiduciary of a Plan should itself confirm that (i) the Offered Certificates constitute "securities" for purposes of the Exemption and (ii) the specific and general conditions and the other requirements set forth in the Exemption would be satisfied. In addition to making its own determination as to the availability of the exemptive relief provided in the Exemption, the Plan fiduciary should consider the availability of any other prohibited transaction class exemptions. See "Certain ERISA Considerations" in the accompanying prospectus. There can be no assurance that any such class exemptions will apply with respect to any particular Plan investment in the Offered Certificates or, even if it were deemed to apply, that any exemption would apply to all transactions that may occur in connection with such investment. A governmental plan as defined in Section 3(32) of ERISA is not subject to Title I of ERISA or Section 4975 of the Code. However, such a governmental plan may be subject to a federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code. A fiduciary of a governmental plan should make its own determination as to the need for and the availability of any exemptive relief under such a similar law. Any Plan fiduciary considering whether to purchase an Offered Certificate on behalf of a Plan should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code to such investment. The sale of Offered Certificates to a Plan is in no respect a representation by the Depositor or the Underwriters that this investment meets all relevant legal requirements with respect to investments by Plans generally or by any particular Plan, or that this investment is appropriate for Plans generally or for any particular Plan. Prospective investors should note that the General Electric Pension Trust holds a significant equity interest in the ODS Tower Borrower. An investment by an employer with employees covered by the General Electric Pension Trust could involve a prohibited transaction under ERISA for which no exemption (including the Exemption) would be available. Consequently, any such employer should not invest, directly or indirectly, in the Offered Certificates. Each investor in the Offered Certificates, by its purchase, will be deemed to represent that neither (a) the investor nor (b) any owner of a five percent or greater interest in the investor is such an employer. LEGAL INVESTMENT The Offered Certificates will not constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase Certificates, is subject to significant interpretive uncertainties. No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment or other restrictions. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. S-165 Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments for them or are subject to investment, capital or other restrictions. See "Legal Investment" in the accompanying prospectus. LEGAL MATTERS Certain legal matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina and for the Underwriters by Thacher Proffitt & Wood LLP, New York, New York. RATINGS It is a condition to their issuance that the Offered Certificates receive the credit ratings indicated below from S&P and Moody's: CLASS S&P MOODY'S - ------------------------ ----- -------- Class A-1 ........... AAA Aaa Class A-2 ........... AAA Aaa Class A-3 ........... AAA Aaa Class A-SB .......... AAA Aaa Class A-4 ........... AAA Aaa Class A-M ........... AAA Aaa Class A-J ........... AAA Aaa Class B ............. AA+ Aa1 Class C ............. AA Aa2 Class D ............. AA- Aa3 Class E ............. A+ A1 Class F ............. A A2 The ratings of the Offered Certificates address the likelihood of the timely receipt by holders thereof of all payments of interest to which they are entitled on each Distribution Date and the ultimate receipt by holders thereof of all payments of principal to which they are entitled by the Rated Final Distribution Date which is Distribution Date in September 10, 2047. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Certificates, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments of principal and/or interest, as applicable, required under the Offered Certificates. The ratings of the Offered Certificates do not, however, represent any assessments of (i) the likelihood or frequency of voluntary or involuntary principal prepayments on the Mortgage Loans, (ii) the degree to which such prepayments might differ from those originally anticipated, (iii) whether and to what extent Prepayment Premiums will be collected on the Mortgage Loans in connection with such prepayments or the corresponding effect on yield to investors, (iv) whether and to what extent Default Interest will be received or Net Aggregate Prepayment Interest Shortfalls will be realized or (v) payments of Excess Interest. There is no assurance that any rating assigned to the Offered Certificates by a Rating Agency will not be lowered, qualified (if applicable) or withdrawn by such Rating Agency, if, in its judgment, circumstances so warrant. There can be no assurance as to whether any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating to any Class thereof and, if so, what such rating would be. In this regard, a rating assigned to any Class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the ratings assigned thereto by S&P or Moody's. The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. See "Risk Factors--The Nature of Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected Return on Your Certificates" in the accompanying prospectus. S-166 GLOSSARY OF PRINCIPAL DEFINITIONS "277 Park Avenue Controlling Holder" means the 277 Park Avenue Pari Passu Noteholders; provided, however, that neither the related borrower nor any affiliate thereof will ever be the 277 Park Avenue Controlling Holder. Pursuant to the 277 Park Avenue Intercreditor Agreement, the 277 Park Avenue Pari Passu Noteholders (which includes the Trust Fund as the 277 Park Avenue Pari Passu Note A-1 Holder) will be required to vote on any matter requiring the direction and/or consent of the 277 Park Avenue Controlling Holder. During such times as the Trustee, on behalf of the Trust Fund, is required to vote on any matter requiring the direction and/or consent of the 277 Park Avenue Controlling Holder, the 277 Park Avenue Controlling Holder will direct the Trustee's vote as set forth in the Pooling and Servicing Agreement. During such times as the vote of both 277 Park Avenue Pari Passu Noteholders is required, the voting rights given to each 277 Park Avenue Pari Passu Noteholder will be weighted based on the related 277 Park Avenue Pari Passu Note's portion of the outstanding principal balance of the 277 Park Avenue Whole Loan. As set forthin the 277 Park Avenue Intercreditor Agreement, any matter requiring the vote of the 277 Park Avenue Pari Passu Noteholders as the 277 Park Avenue Controlling Holder will generally require the holders of 50% or more of such voting rights to agree whether or not to make any such decision. If the holders of 50% or more of the voting rights do not agree, the 277 Park Avenue Pari Passu Noteholder with the largest outstanding principal balance will make any such decision. "277 Park Avenue Intercreditor Agreement" is defined on page S-88 of this prospectus supplement. "277 Park Avenue Pari Passu Noteholders" is defined on page S-88 of this prospectus supplement. "277 Park Avenue Whole Loan" is defined on page S-88 of this prospectus supplement. "Accrued Certificate Interest" is defined on page S-136 to this prospectus supplement. "Additional Trust Fund Expenses" mean, among other things, (i) all Special Servicing Fees, Workout Fees and Liquidation Fees paid to the Special Servicer, (ii) any interest paid to the Master Servicer, the Special Servicer and/or the Trustee in respect of unreimbursed Advances, (iii) the cost of various opinions of counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) property inspection costs incurred by the Special Servicer for Specially Serviced Mortgage Loans to the extent paid out of general collections, (v) certain unanticipated, non-Mortgage Loan specific expenses of the Trust, including certain reimbursements and indemnifications to the Trustee as described under "The Trustee--Indemnification" and under "The Pooling and Servicing Agreements--Certain Matters Regarding the Trustee" in the accompanying prospectus, certain reimbursements to the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor as described under "The Pooling and Servicing Agreements--Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor" in the accompanying prospectus and certain federal, state and local taxes, and certain tax-related expenses, payable out of the Trust Fund as described under "Certain Federal Income Tax Consequences--Possible Taxes on Income From Foreclosure Property" in this prospectus supplement and "Certain Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus, (vi) if not advanced by the Master Servicer, any amounts expended on behalf of the Trust to remediate an adverse environmental condition at any Mortgaged Property securing a Defaulted Mortgage Loan (see "The Pooling and Servicing Agreements--Realization Upon Defaulted Mortgage Loans" in the accompanying prospectus), and (vii) any other expense of the Trust Fund not specifically included in the calculation of a Realized Loss for which there is no corresponding collection from a borrower. Additional Trust Fund Expenses will reduce amounts payable to Certificateholders and, consequently, may result in a loss on the Offered Certificates. "Administrative Fee Rate" means the sum of the Master Servicing Fee Rate (which equals the sum of the monthly master servicing fee and the monthly sub-servicing fee), plus the per annum rate applicable to the calculation of the Trustee Fee. S-167 "Administrative Fees" means the Trustee Fee and the Master Servicing Fee each of which will be computed for the same period for which interest payments on the Mortgage Loans are computed. "Advance Interest" means interest payable to the Master Servicer and the Trustee with respect to any Advance made thereby and the Special Servicer with respect to any Servicing Advance made thereby, accrued on the amount of such Advance for so long as it is outstanding at the Reimbursement Rate, except that no interest will be payable with respect to any P&I Advance of a payment due on a Mortgage Loan during the applicable grace period. "Advances" means Servicing Advances and P&I Advances. "Amortization Schedule" means, for the Mortgage Loans or Serviced Whole Loans listed below, the amount of the related scheduled monthly payments of principal and interest as set forth in related Annex to this prospectus supplement as follows: o KinderCare Portfolio Pari Passu Note A-1 (Loan No. 59414 on Annex A1 to this prospectus supplement) -- Annex E to this prospectus supplement. "Annual Debt Service" means the amount derived by multiplying the Monthly Payment set forth for each Mortgage Loan in Annex A1 to this prospectus supplement by twelve. "Anticipated Repayment Date" means, with respect to any ARD Loan, the date specified in the related Mortgage Loan documents on which the payment terms and the accrual of interest may change if such ARD Loan is not paid in full. "Appraisal Reduction Amount" means, for any Required Appraisal Loan, in general, an amount (calculated as of the Determination Date immediately following the later of the date on which the most recent relevant appraisal was obtained by the Special Servicer pursuant to the Pooling and Servicing Agreement and the date of the most recent Appraisal Trigger Event with respect to such Required Appraisal Loan) equal to the excess, if any, of: (1) the sum of : (a) the Stated Principal Balance of such Required Appraisal Loan as of such Determination Date, (b) to the extent not previously advanced by or on behalf of the Master Servicer, or the Trustee, all unpaid interest (net of Default Charges) accrued on such Required Appraisal Loan through the most recent Due Date prior to such Determination Date, (c) all unpaid Master Servicing Fees, Special Servicing Fees, Trustee Fees and Additional Trust Fund Expenses accrued with respect to such Required Appraisal Loan, (d) all related unreimbursed Advances made by or on behalf of the Master Servicer, the Special Servicer or, the Trustee with respect to such Required Appraisal Loan and reimbursable out of the Trust Fund, together with all unpaid Advance Interest accrued on such Advances, and (e) all currently due but unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents in respect of the related Mortgaged Property or REO Property, as applicable, for which neither the Master Servicer nor the Special Servicer holds any escrow payments or Reserve Funds; over (2) the sum of: (x) the excess, if any, of (i) 90% of the Appraisal Value of the related Mortgaged Property or REO Property, as applicable, as determined by the most recent relevant appraisal acceptable for purposes of the Pooling and Servicing Agreement, over (ii) the amount of any obligation(s) secured by any liens on such Mortgaged Property or REO Property, as applicable, that are prior to the lien of such Required Appraisal Loan, and S-168 (y) any escrow payments reserve funds and/or letters of credit held by the Master Servicer or the Special Servicer with respect to such Required Appraisal Loan, the related Mortgaged Property or any related REO Property (exclusive of any such items that are to be applied to real estate taxes, assessments, insurance premiums and/or ground rents or that were taken into account in determining the Appraisal Value of the related Mortgaged Property or REO Property, as applicable, referred to in clause (2)(x)(i) above). "Appraisal Trigger Event" means any of the following events: (1) any Mortgage Loan or Serviced Whole Loan becoming a Modified Mortgage Loan; (2) any Monthly Payment with respect to any Mortgage Loan or Serviced Whole Loan remaining unpaid for 60 days past the Due Date for such payment; (3) the passage of 60 days after the Special Servicer receives notice that the mortgagor under such Mortgage Loan or Serviced Whole Loan becomes the subject of bankruptcy, insolvency or similar proceedings, which remain undischarged and undismissed; (4) the passage of 60 days after the Special Servicer receives notice that a receiver or similar official is appointed with respect to the related Mortgaged Property; (5) the related Mortgaged Property becoming an REO Property; or (6) the passage of 60 days after the third extension of a Mortgage Loan or a Serviced Whole Loan. "Appraisal Value" means, for any Mortgaged Property, the appraiser's value as stated in the appraisal available to the Depositor as of the date specified on the schedule which may be an "as is" "as completed" or "as stabilized" value. "Approval Provisions" mean the approvals and consents necessary in connection with a Special Action or the extension of the Maturity Date of a Mortgage Loan; (i) with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer will be required to obtain the approval or consent of the Special Servicer in connection with a Special Action; (ii) with respect to (A) any Non-Partitioned Mortgage Loan that is a Non-Specially Serviced Mortgage Loan or Post CAP Loan that involves an extension of the Maturity Date of such Mortgage Loan or (B) in connection with a Special Action for any Non-Partitioned Mortgage Loan or any Post CAP Loan, the Master Servicer will be required to obtain the approval and consent of the Special Servicer and the Special Servicer will be required to obtain the approval and consent of the Directing Certificateholder; (iii) with respect to any Non-Partitioned Mortgage Loan or Post CAP Loan that is a Specially Serviced Mortgage Loan, the Special Servicer will be required to seek the approval and consent of the Directing Certificateholder in connection with a Special Action; (iv) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan during any time period that a KC Pari Passu Note A-1 Control Appraisal Period does not exist, the Master Servicer, if the KC Pari Passu Note A-1 Component Mortgage Loan is a then Non-Specially Serviced Mortgage Loan, will be required to seek the approval and consent of the Special Servicer, which consent will not be granted without the Special Servicer first obtaining the consent of the KC Pari Passu Note A-1 Controlling Holder, in connection with a Special Action; and (v) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan during any time period that a KC Pari Passu Note A-1 Control Appraisal Period does not exist, the Special Servicer, if the KC Pari Passu Note A-1 Component Mortgage Loan is a then Specially Serviced Mortgage Loan, will be required to seek the approval and consent of the KC Pari Passu Note A-1 Controlling Holder in connection with a Special Action. "ARD Loan" means a loan that provides for changes in payments and accrual of interest, including the capture of Excess Cash Flow from the related Mortgaged Property and an increase in the applicable Mortgage Rate, if it is not paid in full by the Anticipated Repayment Date. "Asset Status Report" means a report to be prepared by the Special Servicer for each loan that becomes a Specially Serviced Mortgage Loan. "Assumed Monthly Payment" means an amount deemed due in respect of: (i) any Mortgage Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its stated maturity date and as to which no arrangements have been agreed to for collection of the delinquent amounts; or (ii) any Mortgage Loan as to which the related Mortgaged Property has become an REO Property. The Assumed Monthly Payment deemed due on any such Mortgage Loan delinquent as to its Balloon Payment, for its stated maturity date and for each successive Due S-169 Date that it remains outstanding, will equal the Monthly Payment that would have been due thereon on such date if the related Balloon Payment had not come due, but rather such Mortgage Loan had continued to amortize in accordance with its amortization schedule, if any, in effect immediately prior to maturity and had continued to accrue interest in accordance with such loan's terms in effect immediately prior to maturity. The "Assumed Monthly Payment" deemed due on any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property, for each Due Date that such REO Property remains part of the Trust Fund, will equal the Monthly Payment (or, in the case of a Mortgage Loan delinquent in respect of its Balloon Payment as described in the prior sentence, the Assumed Monthly Payment) due on the last Due Date Prior to the acquisition of such REO Property. "Available Distribution Amount" means, for any Distribution Date, in general: (a) all amounts on deposit in the Certificate Account as of the close of business on the related Determination Date, exclusive of any portion thereof that represents one or more of the following: (i) Monthly Payments collected but due on a Due Date subsequent to the related Collection Period; (ii) any payments of principal and interest, Liquidation Proceeds and Insurance and Condemnation Proceeds received after the end of the related Collection Period; (iii) Prepayment Premiums (which are separately distributable on the Certificates as hereinafter described); (iv) Excess Interest (which is distributable to the Class V Certificates as described in this prospectus supplement); (v) amounts that are payable or reimbursable to any person other than the Certificateholders (including amounts payable to the Master Servicer, the Special Servicer, any Sub-Servicers or the Trustee as compensation (including Trustee Fees, Master Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees and Default Charges) (to the extent Default Charges are not otherwise applied to cover interest on Advances or other expenses), assumption fees and modification fees), amounts payable in reimbursement of outstanding Advances, together with interest thereon, and amounts payable in respect of other Additional Trust Fund Expenses); (vi) amounts deposited in the Certificate Account in error; (vii) with respect to each Mortgage Loan which accrues interest on an Actual/360 Basis and any Distribution Date relating to the one month period preceding the Distribution Date in each February (and in any January of a year which is not a leap year), an amount equal to the related Withheld Amount; (viii) with respect to the first Distribution Date, the related Interest Deposit Amount and (ix) any amounts distributable to the Class KC Certificates in respect of the KC Pari Passu Note A-1 Component Mortgage Loan as described in clauses (iv) through (vi) under "--Distributions -- Class KC Certificates and the KC Pari Passu Note A-1 Component Mortgage Loan" in this prospectus supplement, and (b) to the extent not already included in clause (a), any P&I Advances made with respect to such Distribution Date, any Compensating Interest Payments made by the Master Servicer to cover Prepayment Interest Shortfalls incurred during the related Collection Period and for the Distribution Date occurring in each March, the related Withheld Amounts remitted to the Trustee for distribution to the Certificateholders as described under "--Interest Reserve Account" in this prospectus supplement. "Average Daily Rate" or "ADR" means, with respect to a hotel Mortgaged Property, the average rate charged at the Mortgaged Property per day. "Balance Per Unit" means, for each Mortgage Loan, the related balance of such Mortgage Loan divided by the number of Units, Keys, Pads or SF (as applicable), provided that: (i) (A) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, such calculation includes the KC Pari Passu Note A-1 Senior Component, the KinderCare Pari Passu Note A-2 and the KinderCare Pari Passu Note A-3 (but excludes the KC Pari Passu Note A-1 Subordinate Components); and (B) with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, such calculation includes the 277 Park Avenue Pari Passu Note A-2. Accordingly such ratios would be higher if the subordinate component were included; and (ii) with respect to four sets of Cross-Collateralized Mortgage Loans ((a) Loan Nos. 57834, 57835, 57837 and 57887, (b) Loan Nos. 59005 and 59006, (c) Loan Nos. 58888 and 58889, and (d) S-170 Loan Nos. 12138 and 13664 on Annex A1 to this prospectus supplement) (1) the aggregate principal portion of the Balloon Payments for the related Cross-Collateralized Mortgage Loans divided by (2) the aggregate Appraisal Value for such Cross-Collateralized Mortgage Loans. Accordingly such ratios would be higher if the pari passu note(s), subordinate component(s) and/or B note(s) (as applicable) were included. "Balloon" or "Balloon Loan" means a Mortgage Loan that provides for monthly payments of principal based on an amortization schedule significantly longer than the related remaining term thereof, thereby leaving substantial principal amounts due and payable on their respective Maturity Dates, unless prepaid prior thereto. "Balloon or ARD Loan-to-Value Ratio", "Balloon or ARD LTV Ratio", "Balloon or ARD LTV", "Maturity Date Loan-to-Value", "Maturity Date LTV" or "Maturity Date LTV Ratio" means, with respect to any Mortgage Loan, the principal portion of the Balloon Payment of such Mortgage Loan (in the case of an ARD Loan, assuming repayment on its Anticipated Repayment Date) divided by the Appraisal Value of the related Mortgage Loan, except: (i) (A) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, such calculation includes the KC Pari Passu Note A-1 Senior Component, the KinderCare Pari Passu Note A-2 and the KinderCare Pari Passu Note A-3 (but excludes the KC Pari Passu Note A-1 Subordinate Components); and (B) with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, such calculation includes the 277 Park Avenue Pari Passu Note A-2. Accordingly such ratios would be higher if the subordinate components were included; and (ii) with respect to four sets of Cross-Collateralized Mortgage Loans ((a) Loan Nos. 57834, 57835, 57837 and 57887, (b) Loan Nos. 59005 and 59006, (c) Loan Nos. 58888 and 58889, and (d) Loan Nos. 12138 and 13664 on Annex A1 to this prospectus supplement) (1) the aggregate principal portion of the Balloon Payments for the related Cross-Collateralized Mortgage Loans divided by (2) the aggregate Appraisal Value for such Cross-Collateralized Mortgage Loans. "Balloon Payment" means the principal amount due and payable, together with the corresponding interest payment, on a Balloon Loan on the related Maturity Date. "Balloon Payment Interest Shortfall" means, with respect to any Balloon Loan with a Maturity Date that occurs after, or that provides for a grace period for its Balloon Payment that runs past, the Determination Date in any calendar month, and as to which the Balloon Payment is actually received after the Determination Date in such calendar month (but no later than its Maturity Date or, if there is an applicable grace period, beyond the end of such grace period), the amount of interest, to the extent not collected from the related Determination Date, that would have accrued on the principal portion of such Balloon Payment during the period from the related Maturity Date to, but not including, the first day of the calendar month following the month of maturity (less the amount of related Master Servicing Fees that would have been payable from that uncollected interest and, if applicable, exclusive of any portion of that uncollected interest that would have been Default Interest). "Base Interest Fraction" means, with respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Sequential Pay Certificates, 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 and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan (which, for purposes of the KC Pari Passu Note A-1 Component Mortgage Loan, will be the per annum interest rate applicable to the senior component thereof) exceeds (ii) the Discount Rate. However, under no circumstances will the Base Interest Fraction be greater than one. If such Discount Rate is greater than or equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction will equal zero. "Bridger" is defined on page S-80 to this prospectus supplement. "Capital Market Servicing Group" is defined on page S-112 to this prospectus supplement. S-171 "Cash Flow" means with respect to any Mortgaged Property, the total cash flow available for Annual Debt Service on the related Mortgage Loan, generally calculated as the excess of Revenues over Expenses, capital expenditures and tenant improvements and leasing commissions. (i) "Revenues" generally consist of certain revenues received in respect of a Mortgaged Property, including, for example, (A) for the Multifamily Mortgaged Properties, rental and other revenues; (B) for the Commercial Mortgaged Properties, base rent (less mark-to-market adjustments in some cases), percentage rent, expense reimbursements and other revenues; and (C) for hotel Mortgaged Properties, guest room rates, food and beverage charges, telephone charges and other revenues. (ii) "Expenses" generally consist of all expenses incurred for a Mortgaged Property, including for example, salaries and wages, the costs or fees of utilities, repairs and maintenance, marketing, insurance, management, landscaping, security (if provided at the Mortgaged Property) and the amount of real estate taxes, general and administrative expenses, ground lease payments, and other costs but without any deductions for debt service, depreciation and amortization or capital expenditures therefor. In the case of hotel Mortgaged Properties, Expenses include, for example, expenses relating to guest rooms (hotels only), food and beverage costs, telephone bills, and rental and other expenses, and such operating expenses as general and administrative, marketing and franchise fees. In certain cases, Full Year Cash Flow, Most Recent Cash Flow and/or U/W Cash Flow have been adjusted by removing certain non-recurring expenses and revenue or by certain other normalizations. Such Cash Flow does not necessarily reflect accrual of certain costs such as capital expenditures and leasing commissions and does not reflect non-cash items such as depreciation or amortization. In some cases, capital expenditures and non-recurring items may have been treated by a borrower as an expense but were deducted from Most Recent Expenses, Full Year Expenses or U/W Expenses to reflect normalized Most Recent Cash Flow, Full Year Cash Flow or U/W Cash Flow, as the case may be. The Depositor has not made any attempt to verify the accuracy of any information provided by each borrower or to reflect changes that may have occurred since the date of the information provided by each borrower for the related Mortgaged Property. Such Cash Flow was not necessarily determined in accordance with GAAP. Such Cash Flow is not a substitute for net income determined in accordance with GAAP as a measure of the results of a Mortgaged Property's operations or a substitute for cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. Moreover, in certain cases such Cash Flow may reflect partial-year annualizations. "Certificates" is defined on page S-125 of this prospectus supplement. "Certificate Balance" means for any Class of Sequential Pay Certificates or Class KC Certificates outstanding at any time will be the then aggregate stated principal amount thereof. "Certificate Owner" means a beneficial owner of an Offered Certificate. "Certificateholder" or "Holder" means the beneficial owner of a Certificate. "Certificate Registrar" means the Trustee in its capacity as registrar. "Class" is defined on page S-125 to this prospectus supplement. "Class A Senior Certificates" is defined on page S-125 to this prospectus supplement. "Class A-SB Planned Principal Balance" means, for any Distribution Date, the balance shown for such Distribution Date in the table set forth in Annex C to this prospectus supplement. "Class XW Certificates" is defined on page S-125 to this prospectus supplement. "CMSA NOI Adjustment Worksheet" is defined on page S-146 to this prospectus supplement. "CMSA Operating Statement Analysis Report" is defined on page S-146 to this prospectus supplement. "Collateral Substitution Deposit" means an amount that will be sufficient to (a) purchase U.S. government obligations (or in some instances the applicable Mortgage Loan documents may require S-172 the borrower to deliver the U.S. government obligations referenced in this clause (3)) providing for payments on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date or Anticipated Repayment Date (or, in certain cases, the commencement of the related Open Period) in amounts sufficient to pay the scheduled payments due (including, if applicable, payments due on the KC Pari Passu Note A-1 Subordinate Components in the case of the related Mortgage Loan) on such dates under the Mortgage Loan or the defeased amount thereof in the case of a partial defeasance and (b) pay any costs and expenses incurred in connection with the purchase of such U.S. government obligations. "Collection Period" is defined on page S-12 to this prospectus supplement. "Commercial Loan" means a Mortgage Loan secured by a Commercial Mortgaged Property. "Commercial Mortgaged Property" means a hotel, retail shopping mall or center, an office building or complex, an industrial or warehouse building or a self storage facility. "Compensating Interest Payment" means a cash payment from the Master Servicer to the Trustee in an amount equal to the sum of (i) the aggregate amount of Balloon Payment Interest Shortfalls, if any, incurred in connection with Balloon Payments received in respect of the Mortgage Loans during the most recently ended Collection Period, plus (ii) the lesser of (A) the aggregate amount of Prepayment Interest Shortfalls, if any, incurred in connection with principal prepayments received in respect of the Mortgage Loans during the most recently ended Collection Period, and (B) the aggregate of (1) that portion of its Master Servicing Fees for the related Collection Period that is, in the case of each and every Mortgage Loan and REO Loan for which such Master Servicing Fees are being paid in such Collection Period, calculated at 0.010% per annum, and (2) all Prepayment Interest Excesses received in respect of the Mortgage Loans during the most recently ended Collection Period, plus (iii) in the event that any principal prepayment was received on the last business day of the second most recently ended Collection Period, but for any reason was not included as part of the Master Servicer Remittance Amount for the preceding Master Servicer Remittance Date (other than because of application of the subject principal prepayment for another purpose), the total of all interest and other income accrued or earned on the amount of such principal prepayment while it is on deposit with the Master Servicer. "Component Mortgage Loan REMIC" is defined on page S-161 to this prospectus supplement. "Controlling Class" means, as of any date of determination, the outstanding Class of Sequential Pay Certificates with the lowest payment priority (the Class A Senior Certificates being treated as a single Class for this purpose) that has a then outstanding Certificate Balance at least equal to 25% of its initial Certificate Balance (or, if no Class of Sequential Pay Certificates has a Certificate Balance at least equal to 25% of its initial Certificate Balance, then the Controlling Class will be the outstanding Class of Sequential Pay Certificates with the then largest outstanding Class principal balance). The Controlling Class as of the Delivery Date will be the Class S Certificates. "Controlling Class Certificateholder" means each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as certified to the Trustee from time to time by such Holder (or Certificate Owner). "Corrected Mortgage Loan" means any Mortgage Loan or Serviced Whole Loan which ceases to be a Specially Serviced Mortgage Loan (and as to which the Master Servicer will re-assume servicing responsibilities) at such time as such of the following as are applicable occur with respect to the circumstances that caused the loan to be characterized as a Specially Serviced Mortgage Loan (and provided that no other Servicing Transfer Event then exists): (a) in the case of the circumstances described in clause (a) in the definition of Servicing Transfer Event, if and when the related mortgagor has made three consecutive full and timely Monthly Payments under the terms of such loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related mortgagor or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement); (b) in the case of the circumstances described in clauses (b), (d), (e) and (f) in the definition of Servicing Transfer Event, if and when such circumstances cease to exist in the reasonable judgment of the Special Servicer; (c) in the case of the circumstances described in clause (c) in the definition of Servicing Transfer Event, if and when such default is cured in the reasonable S-173 judgment of the Special Servicer; and (d) in the case of the circumstances described in clause (g) in the definition of Servicing Transfer Event, if and when such proceedings are terminated. "Cross-Collateralized Mortgage Loan" means a Mortgage loan that is part of a set of cross-collateralized and cross-defaulted Mortgage Loans. "Cut-off Date" is defined on page S-12 to this prospectus supplement. "Cut-off Date Balance" means, for each Mortgage Loan, the unpaid principal balance thereof as of the Cut-off Date, after application of all payments of principal due on or before such date, whether or not received. "Cut-off Date Loan-to-Value Ratio", "Cut-off Date LTV Ratio" or "Cut-off Date LTV" means, with respect to any Mortgage Loan, the Cut-off Date Balance of such Mortgage Loan divided by the Appraisal Value of the related Mortgage Loan, except: (i) (A) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, such calculation includes the KC Pari Passu Note A-1 Senior Component, the KinderCare Pari Passu Note A-2 and the KinderCare Pari Passu Note A-3 (but excludes the KC Pari Passu Note A-1 Subordinate Components); and (B) with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, such calculation includes the 277 Park Avenue Pari Passu Note A-2. Accordingly such ratios would be higher if the subordinate components were included; (ii) with respect to four sets of Cross-Collateralized Mortgage Loans ((a) Loan Nos. 57834, 57835, 57837 and 57887, (b) Loan Nos. 59005 and 59006, (c) Loan Nos. 58888 and 58889, and (d) Loan Nos. 12138 and 13664 on Annex A1 to this prospectus supplement) (1) the aggregate Cut-off Date Balance for the related Cross-Collateralized Mortgage Loans divided by (2) the aggregate Appraisal Value for such Cross-Collateralized Mortgage Loans; and (iii) with respect to each Holdback Loan, the Cut-off Date Balance of such Holdback Loan (net of the amount of the holdback) divided by the Appraisal Value of such Holdback Loan. "Default Charges" means late payment charges and Default Interest. "Default Interest" means interest (other than Excess Interest) in excess of interest at the related Mortgage Rate accrued as a result of a default and/or late payment charges. "Defaulted Mortgage Loan" means a Mortgage Loan (i) that is delinquent 60 days or more in respect to a Monthly Payment (not including the Balloon Payment) or (ii) is delinquent in respect of its Balloon Payment unless the Master Servicer has, on or prior to the due date of such Balloon Payment, received written evidence from an institutional lender of such lender's binding commitment to refinance such Mortgage Loan within 60 days after the due date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan will immediately become a Defaulted Mortgage Loan), in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note, or (iii) as to which the Master Servicer or Special Servicer has, by written notice to the related mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. "Defeasance" means (for purposes of Annex A1 to this prospectus supplement), with respect to any Mortgage Loan, that such Mortgage Loan is subject to a Defeasance Option. "Defeasance Lock-out Period" or "DLP" means the time after the specified period, which is at least two years from the Delivery Date, provided no event of default exists, during which the related borrower may obtain a release of a Mortgaged Property from the lien of the related Mortgage by exercising its Defeasance Option. "Defeasance Option" means the option of the related borrower to obtain a release of a Mortgaged Property from the lien of the related Mortgage during the Defeasance Lock-out Period, which is at least two years from the Delivery Date, provided no event of default exists and other conditions are satisfied as described in this prospectus supplement. "Definitive Certificate" means a fully registered physical certificate. S-174 "Delivery Date" is defined on page S-12 to this prospectus supplement. "Depositor" is defined on page S-11 to this prospectus supplement. "Determination Date" is defined on page S-12 to this prospectus supplement. "Directing Certificateholder" means the Controlling Class Certificateholder (or a representative selected by such Controlling Class Certificateholder to act on its behalf) selected by the majority Certificateholder of the Controlling Class, as certified by the Trustee from time to time; provided, however, that (i) absent such selection, or (ii) until a Directing Certificateholder is so selected, or (iii) upon receipt of a notice from a majority of the Controlling Class, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class will be the Directing Certificateholder. As of the Delivery Date the Directing Certificateholder is LNR Securities Holdings, LLC. "Discount Rate" means, with respect to any applicable Prepayment Premium calculation, the yield on the U.S. Treasury issue with a maturity date closest to the Maturity Date for the Mortgage Loan being prepaid (if applicable, converted to a monthly compounded nominal yield), or an interpolation thereof, in any case as specified and used in accordance with the related Mortgage Loan documents in calculating the Prepayment Premium with respect to the related prepayment; provided, however, that for any Mortgage Loan subject to a Fixed Prepayment Premium (if any), the Discount Rate means the yield on the U.S. Treasury issue with a maturity date closest to the Maturity Date (or other date as specified in the related Mortgage Loan Documents) for the Mortgage Loan being prepaid, or an interpolation thereof. "Distributable Certificate Interest" is defined on page S-136 to this prospectus supplement. "Distribution Date" is defined on page S-12 to this prospectus supplement. "Distribution Date Statement" is defined on page S-144 to this prospectus supplement. "DTC" means The Depository Trust Company. "Due Date" means the first day of each month. "Emergency Advance" means a Servicing Advance that must be made within five business days in order to avoid a material adverse consequence to the Trust Fund. "Environmental Report" means (A) an environmental site assessment, an environmental site assessment update or a transaction screen that was performed by an independent third-party environmental consultant with respect to a Mortgaged Property securing a Mortgage Loan in connection with the origination of such Mortgage Loan and (B) if applicable, a third-party consultant also conducted a Phase II environmental site assessment of a Mortgaged Property. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Excess Cash Flow" means all remaining monthly cash flow, if any, after paying all debt service, required reserves, permitted operating expenses and capital expenditures from a Mortgaged Property related to an ARD Loan from and after the Anticipated Repayment Date. "Excess Interest" means interest accrued on an ARD Loan at the related Excess Interest Rate. "Excess Interest Distribution Account" means the account (which may be a sub-account of the Distribution Account) to be established and maintained by the Trustee in the name of the Trustee for the benefit of the Class V Certificateholders. "Excess Interest Rate" means the difference in rate of an ARD Loan's Revised Rate over the related Mortgage Rate. "Excluded Plan" means a Plan sponsored by any member of the Restricted Group. "Exemption" means, collectively, the individual prohibited transaction exemptions granted by the U.S. Department of Labor to Bank of America Corporation (PTE 93-31, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41), Deutsche Bank Securities Inc. (Final Authorization Number 97-03E, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41), Bear Stearns & Co. Inc. S-175 (PTE 90-30, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41) and Barclays Capital Inc., Final Authorization Number 2004-03E. "Exemption-Favored Party" means (a) Bank of America Corporation, (b) each of the Underwriters, (c) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Bank of America Corporation (such as Banc of America Securities LLC) or any other Underwriter, and (d) any member of the underwriting syndicate or selling group of which a person described in (a), (b) or (c) is a manager or co-manager with respect to the Offered Certificates. "Full Year Cash Flow" means, with respect to any Mortgaged Property, the Cash Flow derived therefrom that was available for debt service, calculated as Full Year Revenues less Full Year Expenses, Full Year capital expenditures and Full Year tenant improvements and leasing commissions. See also "Cash Flow" above. (i) "Full Year Revenues" are the Revenues received (or annualized or estimated in certain cases) in respect of a Mortgaged Property for the 12-month period ended as of the Full Year End Date, based upon the latest available annual operating statement and other information furnished by the borrower for its most recently ended fiscal year. (ii) "Full Year Expenses" are the Expenses incurred (or annualized or estimated in certain cases) for a Mortgaged Property for the 12-month period ended as of the Full Year End Date, based upon the latest available annual operating statement and other information furnished by the borrower for its most recently ended fiscal year. "Full Year DSCR" means, with respect to any Mortgage Loan (a) the Full Year Cash Flow for the related Mortgage Loan divided by (b) the Annual Debt Service for such Mortgage Loan, except: (i) (A) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, such calculation includes the KC Pari Passu Note A-1 Senior Component, the KinderCare Pari Passu Note A-2 and the KinderCare Pari Passu Note A-3 (but excludes the KC Pari Passu Note A-1 Subordinate Components); and (B) with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, such calculation includes the 277 Park Avenue Pari Passu Note A-2. Accordingly such ratios would be lower if the subordinate components were included; and (ii) with respect to four sets of Cross-Collateralized Mortgage Loans ((a) Loan Nos. 57834, 57835, 57837 and 57887, (b) Loan Nos. 59005 and 59006, (c) Loan Nos. 58888 and 58889, and (d) Loan Nos. 12138 and 13664 on Annex A1 to this prospectus supplement) (1) the aggregate Full Year Cash Flow for such Cross-Collateralized Mortgage Loans divided by (2) the aggregate Annual Debt Service for such Cross-Collateralized Mortgage Loans. "Full Year End Date" means, with respect to each Mortgage Loan, the date indicated on Annex A1 to this prospectus supplement as the "Full Year End Date" with respect to such Mortgage Loan, which date is generally the end date with respect to the period covered by the latest available annual operating statement provided by the related borrower. "Fully Amortizing" means any Mortgage Loan that fully amortizes by its Maturity Date, except that such Mortgage Loan may have a payment due at its maturity in excess of its scheduled Monthly Payment. "GAAP" means generally accepted accounting principles. "Holdback Loans" means Loan Nos. 59295, 15877, 12138, 13664, 20051191, 20051277 and 20051278 on Annex A1 to this prospectus supplement, which in each case, for purposes of calculating the related debt service coverage ratio and Cut-off Date LTV, excludes the related holdback reserve of $3,600,000, $244,231, $155,000, $492,000, $3,600,000, $750,000 and $750,000, respectively. In addition to the Holdback Loans, one Mortgage Loan, Loan No. 59383, has a holdback reserve of $370,000. However, the holdback was not taken into account when calculating the Cut-off Date LTV or Underwritten DSCR. "Hyper Am" means (for purposes of Annex A1 to this prospectus supplement) ARD Loans. S-176 "Initial Certificate Balance" is defined on page S-154 to this prospectus supplement. "Initial Pool Balance" means the aggregate Cut-off Date balance of the Mortgage Loans, $2,742,147,258, subject to a variance of plus or minus 5%. "Int Diff (BEY)" refers to a method of calculation of a yield maintenance premium. Under this method prepayment premiums are generally equal to an amount equal to the greater of (a) one percent (1%) of the principal amount being prepaid or (b) the product obtained by multiplying (x) the principal amount being prepaid, times (y) the difference obtained by subtracting (I) the Yield Rate from (II) the mortgage rate of the related Mortgage Loan, times (z) the present value factor calculated using the following formula: 1-(1+r)(-n) ----------- r where r is equal to the Yield Rate and n is equal to the number of years and any fraction thereof, remaining between the date the prepayment is made and the maturity date of the related Mortgage Loan. As used in this definition, "Yield Rate" means the yield rate for the specified U.S. Treasury security, as reported in The Wall Street Journal on the fifth business day preceding the date the prepayment is required in the related Mortgage Loan documents. Yield Maintenance Premiums for Loan Nos. 57834, 57835, 57837, 57887, 58882 and 59414 have been assumed to be included in this category for purposes of Annex A1 to this prospectus supplement. "Int Diff (MEY)" refers to a method of calculation of a yield maintenance premium. Under this method prepayment premiums are generally equal to an amount equal to the greater of (a) 1% of the principal amount being prepaid, or (b) the present value of a series of monthly payments each equal to the Int Diff Payment Amount over the remaining original term of the related Mortgage Note and on the maturity date of the related Mortgage Loans, (or, with respect to Mortgage Loan No. 59384 the first day of the Open Prepayment Period, as described in the underlying Notes), discounted at the Reinvestment Yield for the number of months remaining as of the date of such prepayment to each such date that payment is required under the related Mortgage Loan documents and the maturity date of the related Mortgage Loans (or, with respect to Mortgage Loan No. 59384, the first day of the Open Prepayment Period, as described in the underlying Notes). "Int Diff Payment Amount" means the amount of interest which would be due on the portion of the Mortgage Loan being prepaid, assuming a per annum interest rate equal to the excess (if any) of the Mortgage Rate of the related Mortgage Loan over the Reinvestment Yield. "Reinvestment Yield" means the yield rate for the specified U.S. Treasury security as described in the underlying Mortgage Note converted to a monthly compunded nominal yield. With respect to Loan No. 59384, the "Int Diff Payment Amount" means the amount of interest which would be due on the portion of the Mortgage Loan being prepaid, assuming a per annum interest rate equal to the excess (if any) of the Mortgage Rate of the related Mortgage Loan over the sum of the Reinvestment Yield plus fifty (50) basis points. Yield Maintenance Premiums for Loan Nos. 58948, 59162, 59212, 59213, 59284, 59293, 59310, 59376, 59378, 59384 and 59390 have been assumed to be included in this category for purposes of Annex A1 to this prospectus supplement. "Interest Deposit Amount" means $310,396.11, with respect to one Mortgage Loan identified in Annex A1 hereto as Loan No. 59445 and $114,183.33, with respect to one Mortgage Loan identified in Annex A1 hereto as Loan No. 14848. The Interest Deposit Amount represents the amount of interest that would have accrued at the related Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of December 1, 2005 had such Mortgage Loan been originated on December 1, 2005, for the period from and including December 1, 2005 to but excluding January 1, 2006. "Interest Only" means any Mortgage Loan which requires scheduled payments of interest only until the related maturity date. "Interest Only, Hyper Am" means any Mortgage Loan that requires only scheduled payments of interest for the term of the related Mortgage Loan and that has a significant outstanding balance at the Anticipated Repayment Date. S-177 "Interest Reserve Account" means the account (which may be a sub-account of the Certificate Account) to be established and maintained by the Master Servicer in the name of the Trustee for the benefit of the Certificates. "IO, Balloon" and "Partial Interest Only, Balloon" each mean any Mortgage Loan which requires only scheduled payments of interest for some (but not all) of the term of the related Mortgage Loan and that has a significant outstanding balance at maturity. "IO, Hyper Am" and "Partial Interest Only, Hyper Am" each mean any Mortgage Loan that requires only scheduled payments of interest for some (but not all) of the term of the related Mortgage Loan and has a significant outstanding balance at the Anticipated Repayment Date. "KC Pari Passu Note A-1 Accrued Component Interest" means, in respect of each of the KC Pari Passu Note A-1 Senior Component and the KC Pari Passu Note A-1 Subordinate Components for each Distribution Date, one calendar month's interest at the applicable interest rate (net of the Administrative Fee Rate) for such KC Pari Passu Note A-1 Senior Component and KC Pari Passu Note A-1 Subordinate Components, which, in the case of the KC Pari Passu Note A-1 Senior Component, is equal to approximately 5.1229% per annum and, in the case of the KC-A Component, the KC-B Component, the KC-C Component, the KC-D Component, the KC-E Component and the KC-F Component, respectively, is equal to the Pass-Through Rate of the Class KC-A Certificates, the Class KC-B Certificates, the Class KC-C Certificates, the Class KC-D Certificates, the Class KC-E Certificates and the Class KC-F Certificates, respectively. The KC Pari Passu Note A-1 Senior Component and the KC Pari Passu Note A-1 Subordinate Components accrue interest on an Actual/360 Basis. "KC Pari Passu Note A-1 Component Distributable Interest" means, in respect of each of the KC Pari Passu Note A-1 Senior Component and each of the KC Pari Passu Note A-1 Subordinate Components for each Distribution Date, the KC Pari Passu Note A-1 Accrued Component Interest in respect of such Component reduced by such Component's allocable share of any Prepayment Interest Shortfall for such Distribution Date. "KC Pari Passu Note A-1 Component Mortgage Loan" is defined on page S-94 to this prospectus supplement. "KC Pari Passu Note A-1 Component Principal Entitlement" means, with respect to the KC Pari Passu Note A-1 Senior Component or the KC Pari Passu Note A-1 Subordinate Components (a) prior to any monetary or other material events of default under the KinderCare Portfolio Whole Loan, an amount equal to the KC Pari Passu Note A-1 Senior Component's or a KC Pari Passu Note A-1 Subordinate Component's pro rata share of the KC Pari Passu Note A-1 Principal Distribution Amount and (b) after any monetary or other material event of default under the KinderCare Portfolio Whole Loan, an amount equal to the lesser of (i) the outstanding principal balance of the KC Pari Passu Note A-1 Senior Component or the KC Pari Passu Note A-1 Subordinate Components and (ii) the portion of the KC Pari Passu Note A-1 Principal Distribution Amount remaining after giving effect to all distributions of higher priority on such Distribution Date. "KC Pari Passu Note A-1 Control Appraisal Period" means that the outstanding principal balance of the KC Pari Passu Note A-1 Subordinate Components (net of any Appraisal Reduction Amounts, realized losses and unreimbursed additional trust fund expenses) is less than 25% of its original principal balance. "KC Pari Passu Note A-1 Controlling Class" will be, as of any date of determination, the outstanding Class of Class KC Certificates with the lowest payment priority that has a then outstanding Certificate Balance (net of any Appraisal Reduction Amounts allocable to such Class) at least equal to 25% of its initial Certificate Balance (or, if no Class of Class KC Certificates has a Certificate Balance at least equal to 25% of its initial Certificate Balance, then the KC Pari Passu Note A-1 Controlling Class will be the outstanding Class of Class KC Certificates with the then largest outstanding Class principal balance). The KC Pari Passu Note A-1 Controlling Class as of the Delivery Date will be the Class KC-F Certificates. "KC Pari Passu Note A-1 Controlling Holder" means, with respect to any date of determination, (a) prior to the occurrence of a KC Pari Passu Note A-1 Control Appraisal Period, the holders of a majority interest in the holders of a majority percentage interest in the KC Controlling S-178 Class (the "KC Pari Passu Note A-1 Controlling Class Holder"), and (b) during the occurrence and the continuance of a KC Pari Passu Note A-1 Control Appraisal Period, the KinderCare Portfolio Pari Passu Noteholders, pursuant to the KinderCare Portfolio Intercreditor Agreement; provided, however, that neither the borrower nor any affiliate of the borrower will ever be the KC Pari Passu Note A-1 Controlling Holder. Pursuant to the KinderCare Portfolio Intercreditor Agreement, the KinderCare Portfolio Pari Passu Noteholders (which includes the Trust Fund as the holder of the KinderCare Portfolio Pari Passu Note A-1) will be required to vote on any matter requiring the direction and/or consent of the KC Pari Passu Note A-1 Controlling Holder, except that under the KinderCare Portfolio Intercreditor Agreement, other than during a KC Pari Passu Note A-1 Control Appraisal Period, only the vote of the Trust Fund, as the holder of KinderCare Portfolio Pari Passu Note A-1, will be required. During such times as the Trustee, on behalf of the Trust Fund, is required to vote on any matter requiring the direction and/or consent of the KC Pari Passu Note A-1 Controlling Holder, the KC Pari Passu Note A-1 Controlling Holder will direct the Trustee's vote as set forth in the Pooling and Servicing Agreement. During such times as the vote of all three KinderCare Portfolio Pari Passu Noteholders is required, the voting rights given to each KinderCare Portfolio Pari Passu Noteholder will be weighted based on the related KinderCare Portfolio Pari Passu Note's portion of the outstanding principal balance of the KinderCare Portfolio Whole Loan. As set forth in the KinderCare Portfolio Intercreditor Agreement, any matter requiring the vote of the KinderCare Portfolio Pari Passu Noteholders as the KC Pari Passu Note A-1 Controlling Holder will generally require the holders of 50% or more of such voting rights to agree whether or not to make any such decision. If the holders of 50% or more of the voting rights do not agree, the KinderCare Portfolio Pari Passu Noteholder with the largest outstanding principal balance will make any such decision. "KC Pari Passu Note A-1 Junior Portion" is defined on page S-90 to this prospectus supplement. "KC Pari Passu Note A-1 Principal Distribution Amount" means, for any Distribution Date, in general, the aggregate of the following: (a) the principal portions of all Monthly Payments (other than a Balloon Payment) and any Assumed Monthly Payments due or deemed due, made by or on behalf of the related borrower or advanced, as the case may be, in respect of the KC Pari Passu Note A-1 Component Mortgage Loan for the Due Date occurring during the related Collection Period or any prior Collection Period; (b) all voluntary principal prepayments received on the KC Pari Passu Note A-1 Component Mortgage Loan during the related Collection Period; (c) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan if its stated Maturity Date occurred during or prior to the related Collection Period, any payment of principal (exclusive of any voluntary principal prepayment and any amount described in clause (d) below) made by or on behalf of the borrower during the related Collection Period, net of any portion of such payment that represents a recovery of the principal portion of any Monthly Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Monthly Payment deemed due, in respect of the KC Pari Passu Note A-1 Component Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds received on the KC Pari Passu Note A-1 Component Mortgage Loan during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal thereof, in each case net of any portion of such amounts that represents recovery of the principal portion of any Monthly Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Monthly Payment deemed due, in respect of the KC Pari Passu Note A-1 Component Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; and (e) the portion of any amount described in clause (e) of the definition of Principal Distribution Amount, as described under "--Distributions--Principal Distribution Amounts" in this prospectus supplement that is attributable to the KC Pari Passu Note A-1 Component Mortgage Loan. "KC Pari Passu Note A-1 Senior Balance" means the deemed principal balance related to the KC Pari Passu Note A-1 Senior Component for purposes of calculating the allocation of collections on the KC Pari Passu Note A-1 Component Mortgage Loan between the KC Pari Passu Note A-1 Senior Component, on the one hand, and the KC Pari Passu Note A-1 Subordinate Components on the other hand. S-179 "KC Pari Passu Note A-1 Senior Component" is defined on page S-94 to this prospectus supplement. "KC Pari Passu Note A-1 Senior Portion" is defined on page S-90 to this prospectus supplement. "KC Pari Passu Note A-1 Subordinate Balance" means the deemed principal balance related to the KC Pari Passu Note A-1 Subordinate Components for purposes of calculating the allocation of collections on the KC Pari Passu Note A-1 Component Mortgage Loan between the KC Pari Passu Note A-1 Senior Component, on the one hand, and the KC Pari Passu Note A-1 Subordinate Components on the other hand. "KC Pari Passu Note A-1 Subordinate Components" is defined on page S-94 to this prospectus supplement. "KinderCare Portfolio Intercreditor Agreement" is defined on page S-89 to this prospectus supplement. "KinderCare Portfolio Mortgaged Property" is defined on page S-89 to this prospectus supplement. "KinderCare Portfolio Pari Passu Noteholders" is defined on page S-90 to this prospectus supplement. "KinderCare Portfolio Pari Passu Note A-1" is defined on page S-89 to this prospectus supplement. "KinderCare Portfolio Pari Passu Note A-2" is defined on page S-89 to this prospectus supplement. "KinderCare Portfolio Pari Passu Note A-3" is defined on page S-89 to this prospectus supplement. "KinderCare Portfolio Purchase Option Holder" is defined on page S-93 to this prospectus supplement. "KinderCare Portfolio Repurchase Price" is defined on page S-93 to this prospectus supplement. "KinderCare Portfolio Whole Loan" is defined on page S-89 to this prospectus supplement. "LNR" is defined on page S-113. "Leasable Square Footage", "Net Rentable Area (SF)" or "NRA" means, in the case of a Mortgaged Property operated as a office, retail, industrial or warehouse facility, the square footage of the net leasable area. "Liquidation Fee" means the fee generally payable to the Special Servicer in connection with the liquidation of a Specially Serviced Mortgage Loan. "Liquidation Fee Rate" means a rate equal to 1.00% (100 basis points). "Lock-out Period" or "LOP" means a period during which voluntary principal prepayments are prohibited. "MAI" means a member of the Appraisal Institute. "Major Tenant" means any tenant at a Commercial Mortgaged Property (other than a single tenant) that rents at least 20% of the Leasable Square Footage at such property. "Master Servicer" is defined on page S-11 to this prospectus supplement. "Master Servicer Remittance Date" means, for any month, the business day preceding each Distribution Date. "Master Servicing Fee" means principal compensation to be paid to the Master Servicer in respect of its master servicing activities. "Master Servicing Fee Rate" means the sum of the monthly servicing fee and the monthly sub-servicing fee of the Mortgage Loans. S-180 "Maturity" or "Maturity Date" means, with respect to any Mortgage Loan, the date specified in the related Mortgage Note as its Maturity Date or, with respect to any ARD Loan, its Anticipated Repayment Date. "Maturity Assumptions" is defined on S-155 to this prospectus supplement. "Maturity Date Balance" means, with respect to any Mortgage Loan, the balance due at Maturity, or in the case of an ARD Loans, the related Anticipated Repayment Date, assuming no prepayments, defaults or extensions. "MERS" means Mortgage Electronic Registration Systems, Inc. "MERS Designated Mortgage Loan" means a Mortgage Loan which shows the Trustee on behalf of the Trust as the owner of the related Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. "Modified Mortgage Loan" means any Mortgage Loan or Serviced Whole Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer in a manner that: (i) affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Mortgage Loan or Serviced Whole Loan); (ii) except as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value (as is) of the property to be released; or (iii) in the reasonable judgment of the Special Servicer, otherwise materially impairs the security for such Mortgage Loan or Serviced Whole Loan or reduces the likelihood of timely payment of amounts due thereon. "Monthly Payment" means, with respect to any Mortgage Loan or Serviced Whole Loan, scheduled monthly payments of principal and interest on such Mortgage Loan or Serviced Whole Loan except, solely for purposes of Annex A1 to this prospectus supplement, as follows: (i) with respect to Interest Only loans, the related "Monthly Payment" is equal to the average of the first twelve monthly interest payments of the loan; (ii) with respect to any IO, Balloon or any Partial Interest Only Loans, the related "Monthly Payment" is equal to the principal and interest owed beginning on the amortization commencement date; (iii) with respect to Loan No. 59414 on Annex A1 to this prospectus supplement, the related "Monthly Payment" is equal to the average of the first 12 scheduled monthly payments of principal and interest owed beginning on the amortization commencement date as set forth on the related Amortization Schedule; and (iv) with respect to Loan No. 20050894 on Annex A1 to this prospectus supplement, the Original Amortization Term was rounded to 379 months based on the related Monthly Payment. "Moody's" means Moody's Investors Service, Inc. "Mortgage" means the one or more mortgages, deeds of trust or other similar security instruments that create a first mortgage lien on a fee simple and/or leasehold interest in related Mortgaged Property. "Mortgage Loan" means one of the mortgage loans in the Mortgage Pool. "Mortgage Loan Purchase and Sale Agreement" means the separate mortgage loan purchase and sale agreements to be dated as of the Delivery Date by which the Depositor will acquire the Mortgage Loans from each Mortgage Loan Seller as of the Delivery Date. "Mortgage Loan Schedule" means the schedule of Mortgage Loans attached to the Pooling and Servicing Agreement. "Mortgage Loan Sellers" is defined on page S-11 to this prospectus supplement. "Mortgage Note" means the one or more promissory notes evidencing the related Mortgage. S-181 "Mortgage Pool" means the pool of mortgage loans consisting of 163 commercial and multifamily mortgage loans. "Mortgage Rate" means the per annum interest rate applicable each Mortgage Loan that is fixed for the remaining term of the Mortgage Loan, except in the case of ARD Loans which will accrue interest at a higher rate after their respective Anticipated Repayment Date. "Mortgaged Property" means the real property subject to the lien of a Mortgage and constituting collateral for the related Mortgage Loan. "Most Recent Cash Flow" means, with respect to any Mortgaged Property for the 12-month period ended on the Most Recent End Date, the Cash Flow derived therefrom that was available for debt service, calculated as Most Recent Revenues less Most Recent Expenses, Most Recent capital expenditures and Most Recent tenant improvements and leasing commissions. See also "Cash Flow". (i) "Most Recent Revenues" are the Revenues received (or annualized or estimated in certain cases) in respect of a Mortgaged Property for the 12-month period ended on the Most Recent End Date, based upon operating statements and other information furnished by the related borrower. (ii) "Most Recent Expenses" are the Expenses incurred (or annualized or estimated in certain cases) for a Mortgaged Property for the 12-month period ended on the Most Recent End Date, based upon operating statements and other information furnished by the related borrower. "Most Recent DSCR" means, with respect to any other Mortgage Loan (a) the Most Recent Cash Flow for the related Mortgage Loan divided by (b) the Annual Debt Service for such Mortgage Loan, except: (i) (A) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, such calculation includes the KC Pari Passu Note A-1 Senior Component, the KinderCare Pari Passu Note A-2 and the KinderCare Pari Passu Note A-3 (but excludes the KC Pari Passu Note A-1 Subordinate Components); and (B) with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, such calculation includes the 277 Park Avenue Pari Passu Note A-2. Accordingly such ratios would be lower if the subordinate components were included; (ii) with respect to four sets of Cross-Collateralized Mortgage Loans ((a) Loan Nos. 57834, 57835, 57837 and 57887, (b) Loan Nos. 59005 and 59006, (c) Loan Nos. 58888 and 58889, and (d) Loan Nos. 12138 and 13664 on Annex A to this prospectus supplement) (1) the aggregate Most Recent Cash Flow for the related Cross-Collateralized Mortgage Loans divided by (2) the aggregate Annual Debt Service for such Cross-Collateralized Mortgage Loans. "Most Recent End Date" means, with respect to any Mortgage Loan, the date indicated on Annex A to this prospectus supplement as the "Most Recent End Date" with respect to such Mortgage Loan, which date is generally the end date with respect to the period covered by the latest available operating statement provided by the related borrower. "Most Recent Statement Type" means certain financial information with respect to the Mortgaged Properties as set forth in the three categories listed in (i) through (iii) immediately below. (i) "Full Year" means certain financial information regarding the Mortgaged Properties presented as of the date which is presented in the Most Recent Financial End Date. (ii) "Annualized Most Recent" means certain financial information regarding the Mortgaged Properties which has been annualized based upon one month or more of financial data. (iii) "Trailing 12 Months" or "Trailing 12" or "Trailing Twelve Months" means certain financial information regarding a Mortgaged Properties which is presented for the previous 12 months prior to the Most Recent End Date. "Multifamily Loan" means a Mortgage Loan secured by a Multifamily Mortgaged Property. "Multifamily Mortgaged Property" means a manufactured housing property or complex consisting of five or more rental living units or one or more apartment buildings each consisting of five or more rental living units. S-182 "Net Aggregate Prepayment Interest Shortfall" is defined on page S-136 to this prospectus supplement. "Net Mortgage Rate" means with respect to any Mortgage Loan (or, in the case of the KC Pari Passu Note A-1 Component Mortgage Loan, the related senior component) is, in general, a per annum rate equal to the related Mortgage Rate minus the Administrative Fee Rate (which is, with respect to the KC Pari Passu Note A-1 Senior Component, approximately 0.06072% per annum); provided, however, that for purposes of calculating the Pass-Through Rate for each Class of REMIC II Certificates from time to time, the Net Mortgage Rate for any Mortgage Loan will be calculated without regard to any modification, waiver or amendment of the terms of such Mortgage Loan subsequent to the Delivery Date; and provided, further, however, that if any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, which is the basis on which interest accrues in respect of the REMIC II Certificates, then the Net Mortgage Rate of such Mortgage Loan or senior component for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of such loan during such one-month period at the related Mortgage Rate (net of the related Administrative Fee Rate); provided, however, that with respect to such Mortgage Loans or senior components, the Net Mortgage Rate for each one month period (a) prior to the due dates in January and February in any year which is not a leap year or in February in any year which is a leap year will be the per annum rate stated in the related Mortgage Note (net of the Administrative Fee Rate) and (b) prior to the due date in March will be determined inclusive of one day of interest retained for the one month period prior to the due dates in January and February in any year which is not a leap year or February in any year which is a leap year. As of the Cut-off Date (without regard to the adjustment described above), the Net Mortgage Rates for the Mortgage Loans ranged from 4.62634% per annum to 6.39928% per annum, with a Weighted Average Net Mortgage Rate of 5.19116% per annum. See "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. For purposes of the calculation of the Net Mortgage Rate in Annex A1 to this prospectus supplement, such values were calculated without regard to the adjustment described in the definition of Net Mortgage Rate in this prospectus supplement. "Non-Specially Serviced Mortgage Loan" means a Mortgage Loan or a Serviced Whole Loan which is not Specially Serviced Mortgage Loans. "Non-Partitioned Mortgage Loans" means the Mortgage Loans, other than the 277 Park Avenue Pari Passu Note A-1 and the KC Pari Passu Note A-1 Component Mortgage Loan. "Nonrecoverable Advances" means a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance, as applicable. "Nonrecoverable P&I Advance" means any P&I Advance that the Master Servicer or the Trustee determines in its reasonable good faith judgment would, if made, not be recoverable out of Related Proceeds. "Nonrecoverable Servicing Advance" means any Advances that, in the reasonable judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable from Related Proceeds. "Notional Amount" means the notional amount used for purposes of calculating the amount of accrued interest on the Class XW Certificates. "NPV (BEY)" refers to a method of calculation of a yield maintenance premium. Under this method, prepayment premiums are generally equal to an amount equal to the greater of (a) an amount equal to one percent (1%) of the then outstanding principal balance of the related Mortgage Loan or (b) an amount equal to (y) the sum of the present values as of the date of prepayment of the related Mortgage Loan of all unpaid principal and interest payments required under the related Mortgage Note, calculated by discounting such payments from their respective scheduled payment dates back to the date of prepayment of the related Mortgage Loan at a discount rate based on a treasury rate as provided in the underlying Mortgage Note, minus (z) the outstanding principal balance of the Mortgage Loan as of the date of prepayment of the related Mortgage Loan. S-183 Yield Maintenance Premiums for Loan Nos. 12138, 13664, 13734, 14481, 14715, 14785 and 15262 have been assumed to be included in this category for purposes of Annex A1 to this prospectus supplement. "NPV (MEY)" refers to a method of calculation of a yield maintenance premium. Under this method, prepayment premiums are generally equal to an amount equal to the greater of (a) an amount equal to one percent (1%) of the principal balance being prepaid or (b) an amount equal to (y) the sum of the present values as of the date of prepayment of the related Mortgage Loan of all unpaid principal and interest payments required under the related Mortgage Note, calculated by discounting such payments from their respective scheduled payment dates back to the date of prepayment of the related Mortgage Loan at a discount rate based on a treasury rate converted to a monthly compounded nominal yield as provided in the underlying Mortgage Note, minus (z) the outstanding principal balance of the Mortgage Loan as of the date of prepayment of the related Mortgage Loan. Yield Maintenance Premiums for Loan No. 43439 has been assumed to be calculated pursuant to this method for purposes of Annex A1 to this prospectus supplement. "Occupancy %" or "Occupancy Percent" means the percentage of Leasable Square Footage or total Units/Keys/Pads, as the case may be, of the Mortgaged Property that was occupied as of a specified date, as specified by the borrower or as derived from the Mortgaged Property's rent rolls or leases, which generally are calculated by physical presence or, alternatively, collected rents as a percentage of potential rental revenues. "Offered Certificates" is defined on page S-125 to this prospectus supplement. "Open" means, with respect to any Mortgage Loan, that such Mortgage Loan may be voluntarily prepaid without a Prepayment Premium. "Open Period" means a period during which voluntary principal prepayments may be made without an accompanying Prepayment Premium. "Option Price" means generally (i) the unpaid principal balance of the Defaulted Mortgage Loan, plus accrued and unpaid interest on such balance, all related unreimbursed Advances (and interest on Advances), and all accrued Master Servicing Fees, Special Servicing Fees, Trustee Fees and Additional Trust Fund Expenses allocable to such Defaulted Mortgage Loan whether paid or unpaid, if the Special Servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as determined by the Special Servicer, if the Special Servicer has made such fair value determination. "Original Balance" means the original principal balance of a Mortgage Loan (provided, however, that with respect to three Mortgage Loans representing 0.5% of the Initial Pool Balance that had earnout amounts, the "Original Balance" represents the initial funding as amortized through date of the earnout plus the earnout amount) and if such Mortgage Loan is a multi-property Mortgage Loan, then the "Original Balance" applicable to each Mortgaged Property will be as allocated in the Mortgage Loan documents. "P&I Advance" means an Advance of principal and/or interest. "Partial Interest Only" means an Interest Only loan that pays principal and interest for a portion of its term. "Participants" means the participating organizations in the DTC. "Party in Interest" is defined on page S-164 to this prospectus supplement. "Pass-Through Rate" is defined on page S-127 to this prospectus supplement. "Payment After Determination Date Report" is defined on page S-144 to this prospectus supplement. "Penetration" means, with respect to a hotel Mortgaged Property, the ratio between the hotel's operating results and the corresponding data for the market. If the penetration factor is greater than 100%, then hotel is performing better than the competitive market; conversely, if the penetration is less than 100%, the hotel is performing at a level below the competitive market. S-184 "Periodic Treasury Yield" means (a) the annual yield to maturity of the actively traded noncallable U.S. Treasury fixed interest rate security (other than such security which can be surrendered at the option of the holder at face value in payment of federal estate tax or which was issued at a substantial discount) that has a maturity closest to (whether before, on or after) the maturity date (or if two or more securities have maturity dates equally close to the maturity date, the average annual yield to maturity of all such securities), as reported in The Wall Street Journal or other authoritative publication or news retrieval service on the fifth business day preceding the prepayment date, divided by (b) twelve, if scheduled payment dates are monthly, or four, if scheduled payment dates are quarterly. "Permitted Encumbrances" means any or all of the following encumbrances: (a) the lien for current real estate taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and/or are referred to in the related lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy or a "marked-up" commitment), none of which materially interferes with the security intended to be provided by such Mortgage, the current principal use and operation of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service such Mortgage Loan, (c) exceptions and exclusions specifically referred to in such lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy or "marked-up" commitment), none of which materially interferes with the security intended to be provided by such Mortgage, the current principal use and operation of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service such Mortgage Loan, (d) other matters to which like properties are commonly subject, none of which materially interferes with the security intended to be provided by such Mortgage, the current principal use and operation of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service the related Mortgage Loan, (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property which the related Mortgage Loan Seller did not require to be subordinated to the lien of such Mortgage and which do not materially interfere with the security intended to be provided by such Mortgage, and (f) if such Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the set of cross-collateralized Mortgage Loans. "Permitted Investments" means certain government securities and other investment grade obligations specified in the Pooling and Servicing Agreement. "Plan" means a fiduciary of any retirement plan or other employee benefit plan or arrangement, including individual retirement accounts and individual retirement annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or Section 4975 of the Code. "Plan Assets" means "plan assets" for purposes of Part 4 of Title I of ERISA and Section 4975 of the Code. "Pooling and Servicing Agreement" means that certain pooling and servicing agreement dated as of December 1, 2005, among the Depositor, the Master Servicer, the Special Servicer, the Trustee and the REMIC Administrator. "Post CAP Loan" means the KinderCare Portfolio Pari Passu Note A-1 Mortgage Loan, following the occurrence of and during the continuance of a KinderCare Portfolio Control Appraisal Period. "Prepayment Interest Excess" means if a borrower prepaid a Mortgage Loan, in whole or in part, after the Due Date but on or before the Determination Date in any calendar month, then (to the extent actually collected) the amount of interest (net of related Master Servicing Fees and any Excess Interest) accrued on such prepayment from such Due Date to, but not including, the date of prepayment (or any later date through which interest accrues). "Prepayment Interest Shortfall" means 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 S-185 prepayment through the end of such calendar month, then the shortfall in a full month's interest (net of related Master Servicing Fees and any Excess Interest) on such prepayment. "Prepayment Premium" means a premium, penalty, charge (including, but not limited to, yield maintenance charges) or fee due in relation to a voluntary principal prepayment. "Prepayment Premium Period" means a period during which any voluntary principal prepayment is to be accompanied by a Prepayment Premium. "Primary Collateral" means the Mortgaged Property directly securing a Cross-Collateralized Mortgage Loan or Mortgaged Property and excluding any property as to which the related lien may only be foreclosed upon by exercise of cross-collateralization of such loans. "Principal Distribution Amount" means, for any Distribution Date, the aggregate of the following): (a) the principal portions of all Monthly Payments (other than Balloon Payments) and any Assumed Monthly Payments due or deemed due, as the case may be, made by or on behalf of the related borrower or advanced, as the case may be, in respect of the Mortgage Loans in the Mortgage Pool, for their respective Due Dates occurring during the related Collection Period or any prior Collection Period (if not previously distributed); (b) all voluntary principal prepayments received on the Mortgage Loans in the Mortgage Pool during the related Collection Period; (c) with respect to any Balloon Loan in the Mortgage Pool as to which the related stated Maturity Date occurred during or prior to the related Collection Period, any payment of principal (exclusive of any voluntary principal prepayment and any amount described in clause (d) below) made by or on behalf of the related borrower during the related Collection Period, net of any portion of such payment that represents a recovery of the principal portion of any Monthly Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Monthly Payment deemed due, in respect of such Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds received on the Mortgage Loans in the Mortgage Pool during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal thereof, in each case net of any portion of such amounts that represents a recovery of the principal portion of any Monthly Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Monthly Payment deemed due, in respect of the related Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; (e) the excess, if any, of the Principal Distribution Amount for the immediately preceding Distribution Date, over (ii) the aggregate distributions of principal made on the Sequential Pay Certificates in respect of the Principal Distribution Amount on such immediately preceding Distribution Date; and (f) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, the KC Pari Passu Note A-1 Principal Distribution Amount for such Distribution Date; provided that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts plus interest on such amounts that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; provided, further, that in the case of clauses (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs. For purposes of the foregoing, the Monthly Payment due on any Mortgage Loan on any related Due Date will reflect any waiver, modification or amendment of the terms of such Mortgage Loan, S-186 whether agreed to by the Master Servicer or Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower. "Private Certificates" is defined on page S-125 to this prospectus supplement. "PTE" means a Prohibited Transaction Exemption. "Purchase Option" means, in the event a Mortgage Loan becomes a Defaulted Mortgage Loan, the assignable option (such option will only be assignable after such option arises) of any majority Certificateholder of the Controlling Class or the Special Servicer to purchase the related Defaulted Mortgage Loan, subject to the purchase rights of any mezzanine lender and the purchase option of the KC Pari Passu Note A-1 Controlling Class Holder (in the case of the KinderCare Portfolio Whole Loan) from the Trust Fund at the Option Price. "Purchase Price" means the price generally equal to the unpaid principal balance of the related Mortgage Loan (including any subordinate components thereof), plus any accrued but unpaid interest thereon (other than Excess Interest) at the related Mortgage Rate to but not including the Due Date in the Collection Period of repurchase, plus any related unreimbursed Master Servicing Fees, Special Servicing Fees, Trustee Fees and Servicing Advances, any interest on any Advances and any related Additional Trust Fund Expenses (including any Additional Trust Fund Expense previously reimbursed or paid by the Trust Fund but not so reimbursed by the related mortgagor or other party from Insurance Proceeds, Condemnation Proceeds or otherwise), and any Liquidation Fees (if purchased outside of the time frame set forth in the Pooling and Servicing Agreement). "Qualified Substitute Mortgage Loan" means, in connection with the replacement of a defective Mortgage Loan as contemplated by the Pooling and Servicing Agreement, any other mortgage loan which, on the date of substitution, (i) has a principal balance, after deduction of the principal portion of any unpaid Monthly Payment due on or before the date of substitution, not in excess of the Stated Principal Balance of the defective Mortgage Loan; (ii) is accruing interest at a fixed rate of interest at least equal to that of the defective Mortgage Loan; (iii) has the same Due Date as, and a grace period for delinquent Monthly Payments that is no longer than, the Due Date and grace period, respectively, of the defective Mortgage Loan; (iv) is accruing interest on the same basis as the defective Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) has a remaining term to stated maturity not greater than, and not more than two years less than, that of the defective Mortgage Loan and, in any event, has a Maturity Date not later than two years prior to the Rated Final Distribution Date; (vi) has a then current loan-to-value ratio not higher than, and a then current debt service coverage ratio not lower than, the loan-to-value ratio and debt service coverage ratio, respectively, of the defective Mortgage Loan as of the Delivery Date; (vii) has comparable prepayment restrictions to those of the defective Mortgage Loan, (viii) will comply (except in a manner that would not be adverse to the interests of the Certificateholders (as a collective whole) in or with respect to such mortgage loan), as of the date of substitution, with all of the representations relating to the defective Mortgage Loan set forth in or made pursuant to the Mortgage Loan Purchase and Sale Agreement; (ix) has a Phase I environmental assessment and a property condition report relating to the related Mortgaged Property in its Servicing File, which Phase I environmental assessment will evidence that there is no material adverse environmental condition or circumstance at the related Mortgaged Property for which further remedial action may be required under applicable law, and which property condition report will evidence that the related Mortgaged Property is in good condition with no material damage or deferred maintenance; and (x) constitutes a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; provided, however, that if more than one mortgage loan is to be substituted for any defective Mortgage Loan, then all such proposed replacement mortgage loans will, in the aggregate, satisfy the requirement specified in clause (i) of this definition and each such proposed replacement mortgage loan will, individually, satisfy each of the requirements specified in clauses (ii) through (x) of this definition; and provided, further, that no mortgage loan will be substituted for a defective Mortgage Loan unless (x) such prospective replacement mortgage loan will be acceptable to the Directing Certificateholder (or, if there is no Directing Certificateholder then serving, to the Holders of Certificates representing a majority of the Voting Rights allocated to the Controlling Class), in its (or their) sole discretion, and (y) each Rating Agency will have confirmed in writing to the Trustee that such substitution will not in and of itself result in an adverse rating S-187 event with respect to any Class of Rated Certificates (such written confirmation to be obtained by, and at the expense of, the related Mortgage Loan Seller effecting the substitution). "Rated Final Distribution Date" means the Distribution Date in September 10, 2047, which is the first Distribution Date that follows five years after the end of the amortization term for the Mortgage Loan that, as of the Cut-off Date, has the longest remaining amortization term, irrespective of its scheduled maturity. "Rating Agencies" means S&P and Moody's. "Realized Losses" means losses on or in respect of the Mortgage Loans or Serviced Whole Loan arising from the inability of the Master Servicer and/or the Special Servicer to collect all amounts due and owing under any such Mortgage Loan, including by reason of the fraud or bankruptcy of a borrower or a casualty of any nature at a Mortgaged Property, to the extent not covered by insurance. The Realized Loss in respect of any REO Loan as to which a final recovery determination has been made is an amount generally equal to (i) the unpaid principal balance of such Mortgage Loan or Serviced Whole Loan (or REO Loan) as of the Due Date related to the Collection Period in which the final recovery determination was made, plus (ii) all accrued but unpaid interest (excluding Excess Interest) on such Mortgage Loan (or REO Loan) at the related Mortgage Rate to but not including the Due Date related to the Collection Period in which the final recovery determination was made, plus (iii) any related unreimbursed Servicing Advances as of the commencement of the Collection Period in which the final recovery determination was made, together with any new related Servicing Advances made during such Collection Period, minus (iv) all payments and proceeds, if any, received in respect of such Collection Period related to the Mortgage Loan, Serviced Whole Loan or REO Loan during the Collection Period in which such final recovery determination was made (net of any related Liquidation Expenses paid therefrom). If any portion of the debt due under a Mortgage Loan or Serviced Whole Loan is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer or in connection with the bankruptcy or similar proceeding involving the related borrower, the amount so forgiven also will be treated as a Realized Loss. "Record Date" is defined on page S-12 to this prospectus supplement. "Reimbursement Rate" means a per annum rate equal to the "prime rate" as published in the "Money Rates" section of The Wall Street Journal, as such prime rate" may change from time to time except that no interest will be payable with respect to any P&I Advance of a payment due on a Mortgage Loan during the applicable grace period. "REIT" means a real estate investment trust. "Related Loans" means two or more Mortgage Loans with respect to which the related Mortgaged Properties are either owned by the same entity or owned by two or more entities controlled by the same key principals. "Related Proceeds" means future payments and other collections, including in the form of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, on or in respect of the related Mortgage Loan, or Serviced Whole Loan or REO Property. "Release Date" means the Due Date upon which the related borrower can exercise its Defeasance Option. "REMIC" is defined on page S-161 to this prospectus supplement. "REMIC I" is defined on page S-161 to this prospectus supplement. "REMIC II" is defined on page S-161 to this prospectus supplement. "REMIC II Certificates" is defined on page S-125 to this prospectus supplement. "REMIC Administrator" means the Trustee with respect to its duties with respect to REMIC administration. "REMIC Residual Certificates" is defined on page S-125 to this prospectus supplement. "REO Loan" means any Defaulted Mortgage Loan, Mortgage Loan or Serviced Whole Loan as to which the related Mortgaged Property has become an REO Property. S-188 "REO Property" means each Mortgaged Property acquired on behalf of the Certificateholders in respect of a Defaulted Mortgage Loan through foreclosure, deed-in-lieu of foreclosure or otherwise. "REO Tax" is defined on page S-162 to this prospectus supplement. "Required Appraisal Loan" means any Mortgage Loan or Serviced Whole Loan with respect to which an Appraisal Trigger Event has occurred. "Restricted Group" means any Exemption-Favored Party, the Trustee, the Depositor, the Master Servicer, the Special Servicer, any sub-servicer, any Mortgage Loan Seller, any borrower with respect to Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Mortgage Pool as of the date of initial issuance of the Certificates and any affiliate of any of the aforementioned persons. "Revised Rate" means the increased interest rate applicable to an ARD Loan after the Anticipated Repayment Date set forth in the related Mortgage Note that extends until final maturity. "RevR" means, with respect to a hotel Mortgaged Property, room revenue per available room which is calculated by multiplying occupancy times the Average Daily Rate for a given period. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. "Senior Certificates" is defined on page S-125 to this prospectus supplement. "Sequential Pay Certificates" is defined on page S-16 to this prospectus supplement. "Servicing Advances" means customary, reasonable and necessary "out of pocket" costs and expenses incurred by the Master Servicer or Special Servicer in connection with the servicing of a Mortgage Loan, or a Serviced Whole Loan after a default, delinquency or other unanticipated event, or in connection with the administration of any REO Property. "Servicing Standard" means to service and administer a Mortgage Loan or Serviced Whole Loan for which it is responsible on behalf of the Trust (a) with the same care, skill, prudence and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder; (b) with a view to the timely collection of all scheduled payments of principal and interest under the Mortgage Loans, the full collection of all Prepayment Premiums that may become payable under the Mortgage Loans and, in the case of the Special Servicer, if a Mortgage Loan comes into and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments (including payments of Prepayment Premiums), the maximization of the recovery on such Mortgage Loan to; and (c) without regard to: (i) any known relationship that the Master Servicer (or any affiliate thereof) or the Special Servicer (or any affiliate thereof), as the case may be, may have with the related mortgagor or with any other party to the Pooling and Servicing Agreement; (ii) the ownership of any Certificate, any interest in any mezzanine loan by the Master Servicer (or any affiliate thereof) or the Special Servicer (or any affiliate thereof), as the case may be; (iii) the obligation of the Master Servicer to make Advances, (iv) the obligation of the Special Servicer to direct the Master Servicer to make Servicing Advances; (v) the right of the Master Servicer (or any affiliate thereof) or the Special Servicer (or any affiliate thereof), as the case may be, to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction; (vi) any ownership, servicing and/or management by the Master Servicer (or any affiliate thereof) or the Special Servicer (or any affiliate thereof), as the case may be, of any other mortgage loans or real property and (vii) any obligation of the Master Servicer or Special Servicer, or any affiliate thereof, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller. "Servicing Transfer Event" means, with respect to any Mortgage Loan or Serviced Whole Loan, any of the following events: (a) the related mortgagor has failed to make when due any Monthly Payment (including a Balloon Payment) or any other payment required under the related loan documents, which failure continues, or the Master Servicer or the Special Servicer determines, in its reasonable judgment, will continue, unremedied (i) except in the case of a delinquent Balloon S-189 Payment, for 60 days beyond the date on which the subject payment was due, and (ii) solely in the case of a delinquent Balloon Payment, for one Business Day beyond the related maturity date or, if the related Mortgagor has delivered to the Master Servicer, on or before the related maturity date, a refinancing commitment reasonably acceptable to the Master Servicer (who shall promptly forward to the Special Servicer a copy of such refinancing commitment), for such longer period, not to exceed 60 days beyond the related maturity date, during which the refinancing would occur; or (b) the Master Servicer (or the Special Servicer with the consent of the Directing Certificateholder) has determined, in its reasonable judgment, that a default in the making of a Monthly Payment (including a Balloon Payment) or any other material payment required under the related loan documents is likely to occur within 30 days and either (i) the related mortgagor has requested a material modification of the payment terms of the loan or (ii) such default is likely to remain unremedied for at least the period contemplated by clause (a) of this definition; or (c) the Master Servicer (or the Special Servicer with the consent of the Directing Certificateholder) has determined, in its reasonable judgment, that a default, other than as described in clause (a) or (b) of this definition, has occurred or is imminent that may materially impair the value of the related Mortgaged Property as security for the loan, which default has continued or is reasonably expected to continue unremedied for the applicable cure period under the terms of the loan (or, if no cure period is specified, for 60 days); or (d) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary action against the related mortgagor under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, will have been entered against the related mortgagor and such decree or order will have remained in force undismissed, undischarged or unstayed; or (e) the related mortgagor will have consented to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to such mortgagor or of or relating to all or substantially all of its property; or (f) the related mortgagor will have admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations; or (g) the Master Servicer will have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property. "Special Actions" means (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification or waiver of a term of a Mortgage Loan; (iii) any proposed sale of a defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund as described under "Description of the Certificates--Termination" or pursuant to a Purchase Option as described under "Servicing of the Mortgage Loans--Defaulted Mortgage Loans; Purchase Option" in this prospectus supplement); (iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous materials located at an REO Property; (v) any acceptance of substitute or additional collateral for a Mortgage Loan unless required by the underlying loan documents and any release of a material portion of the real estate collateral securing the Mortgage Loan; (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause (subject to certain exceptions set forth in the Pooling and Servicing Agreement); (vii) any acceptance or approval of acceptance or consent to acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (subject to certain exceptions set forth in the Pooling and Servicing Agreement); (viii) any acceptance of any discounted payoff of the Mortgaged Loan; (ix) any release of earnout reserve funds that are not automatic based on the satisfaction of any requirements set forth in the related underlying Mortgage Loan documentation; and (x) the release of any letters of credit that are not automatic based on the satisfaction of any requirements set forth in the related underlying Mortgage Loan documentation. "Specially Serviced Mortgage Loan" means any Mortgage Loan (other than a Corrected Mortgage Loan) as to which a Servicing Transfer Event has occurred. "Special Servicer" is defined on page S-11 to this prospectus supplement. S-190 "Special Servicing Fee" means principal compensation to be paid to the Special Servicer in respect of its special servicing activities, which in any event shall be a minimum of $4000 per month per Specially Serviced Mortgage Loan and REO Property. "Special Servicing Fee Rate" means a rate equal to 0.35% (35 basis points) per annum. "Startup Day" is defined on page S-161 to this prospectus supplement. "Stated Principal Balance" means, initially, the outstanding principal balance of the Mortgage Loans as of the Cut-off Date and will be permanently reduced (to not less than zero) on each Distribution Date by (i) any payments or other collections (or advances in lieu thereof) of principal on such Mortgage Loan that have been distributed on the Certificates on such date and (ii) the principal portion of any Realized Loss incurred in respect of such Mortgage Loan during the related Collection Period. In addition, to the extent that principal from general collections is used to reimburse Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts, and such amount has not been included as part of the Principal Distribution Amount, such amount shall not reduce the Stated Principal Balance prior to a Liquidation Event or other liquidation or disposition of the related Mortgage Loan or REO Property (other than for purposes of computing the Weighted Average Net Mortgage Rate). "Sub-Servicer" means a third-party servicer to which the Master Servicer or the Special Servicer has delegated its servicing obligations with respect to one or more Mortgage Loans. "Sub-Servicing Agreement" means the sub-servicing agreement between the Master Servicer or Special Servicer, as the case may be, and a Sub-Servicer. "Sub-Servicing Fee Rate" means the per annum rate at which the monthly sub-servicing fee is payable to the related Sub-Servicer. "Subordinate Certificates" means the Classes of Certificates other than the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class XW, Class KC, Class V and the REMIC Residual Certificates. "Substitution Shortfall Amount" means, in connection with the replacement of a defective Mortgage Loan as contemplated by the Pooling and Servicing Agreement, the shortfall amount required to be paid to the Trustee equal to the difference between the Purchase Price of the deleted Mortgage Loan calculated as of the date of substitution and the Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the date of substitution. "Trust" is defined on page S-125 to this prospectus supplement. "Trustee" is defined on page S-11 to this prospectus supplement. "Trustee Fee" means the monthly fee payable to the Trustee pursuant to the Pooling and Servicing Agreement. "Trust Fund" is defined on page S-125 to this prospectus supplement. "Underwriters" means, collectively, Banc of America Securities LLC, Bear, Stearns & Co. Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated. "Underwriting Agreement" means that certain underwriting agreement among the Depositor and the Underwriters. "Units", "Keys", "Pads" and "SF" respectively, mean: (i) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment (referred to in Annex A1 to this prospectus supplement as "Units"); (ii) in the case of a Mortgaged Property operated as a hotel, the number of rooms (referred to in Annex A1 to this prospectus supplement as "Keys"); (iii) in the case of a Mortgaged Property operated as a Manufactured Housing Community, the number of pads (referred to in Annex A1 to this prospectus supplement as "Pads"); and (iv) in the case of a Mortgaged Property operated as an office or retail building facility the number of square feet (referred to in Annex A1 to this prospectus supplement as "SF"). "UPB" means, with respect to any Mortgage Loan, its unpaid principal balance. "USP" means the Uniform Standards of Professional Appraisal Practice. S-191 "U/W Cash Flow" or "Underwritten Cash Flow" means, with respect to any Mortgaged Property, the Cash Flow derived therefrom that was available for debt service, calculated as U/W Revenues less U/W Expenses, U/W Reserves and U/W tenant improvements and leasing commissions. See also "Cash Flow" above. (i) "U/W Revenues" are the anticipated Revenues in respect of a Mortgaged Property, generally determined by means of an estimate made at the origination of such Mortgage Loan or, as in some instances, as have been subsequently updated. U/W Revenues have generally been calculated (a) assuming that the occupancy rate for the Mortgaged Property was consistent with the Mortgaged Property's current or historical rate, or the relevant market rate, if such rate was less than the occupancy rate reflected in the most recent rent roll or operating statements, as the case may be, furnished by the related borrower, and (b) in the case of retail, office, industrial and warehouse Mortgaged Properties, assuming a level of reimbursements from tenants consistent with the terms of the related leases or historical trends at the Mortgaged Property, and in certain cases, assuming that a specified percentage of rent will become defaulted or otherwise uncollectible. In addition, in the case of retail, office, industrial and warehouse Mortgaged Properties, upward adjustments may have been made with respect to such revenues to account for all or a portion of the rents provided for under any new leases scheduled to take effect later in the year. Also, in the case of certain Mortgaged Properties that are operated as a hotel property and are subject to an operating lease with a single operator, U/W Revenues were calculated based on revenues received by the operator rather than rental payments received by the related borrower under the operating lease. (ii) "U/W Expenses" are the anticipated Expenses in respect of a Mortgaged Property, generally determined by means of an estimate made at the origination of such Mortgage Loan or as in some instances as may be updated. U/W Expenses were generally assumed to be equal to historical annual expenses reflected in the operating statements and other information furnished by the borrower, except that such expenses were generally modified by (a) if there was no management fee or a below market management fee, assuming that a management fee was payable with respect to the Mortgaged Property in an amount approximately equal to a percentage of assumed gross revenues for the year, (b) adjusting certain historical expense items upwards or downwards to amounts that reflect industry norms for the particular type of property and/or taking into consideration material changes in the operating position of the related Mortgaged Property (such as newly signed leases and market data) and (c) adjusting for non-recurring items (such as capital expenditures) and tenant improvement and leasing commissions, if applicable (in the case of certain retail, office, industrial and warehouse Mortgaged Properties, adjustments may have been made to account for tenant improvements and leasing commissions at costs consistent with historical trends or prevailing market conditions and, in other cases, operating expenses did not include such costs). Actual conditions at the Mortgaged Properties will differ, and may differ substantially, from the assumed conditions used in calculating U/W Cash Flow. In particular, the assumptions regarding tenant vacancies, tenant improvements and leasing commissions, future rental rates, future expenses and other conditions if and to the extent used in calculating U/W Cash Flow for a Mortgaged Property, may differ substantially from actual conditions with respect to such Mortgaged Property. There can be no assurance that the actual costs of reletting and capital improvements will not exceed those estimated or assumed in connection with the origination or purchase of the Mortgage Loans. In most cases, U/W Cash Flow describes the cash flow available after deductions for capital expenditures such as tenant improvements, leasing commissions and structural reserves. In those cases where such "reserves" were so included, no cash may have been actually escrowed. No representation is made as to the future net cash flow of the properties, nor is U/W Cash Flow set forth in this prospectus supplement intended to represent such future net cash flow. "U/W DSCR", "Underwritten DSCR" or "Underwritten Debt Service Coverage Ratio" means with respect to any Mortgage Loan (a) the U/W Cash Flow for the related Mortgage Loan divided by (b) the Annual Debt Service for such Mortgage Loan, except: (i) (A) with respect to the KC Pari Passu Note A-1 Component Mortgage Loan, such calculation includes the KC Pari Passu Note A-1 Senior Component, the KinderCare Pari Passu S-192 Note A-2 and the KinderCare Pari Passu Note A-3 (but excludes the KC Pari Passu Note A-1 Subordinate Components); and (B) with respect to the 277 Park Avenue Pari Passu Note A-1 Mortgage Loan, such calculation includes the 277 Park Avenue Pari Passu Note A-2. Accordingly such ratios would be higher if the subordinate components were included; (ii) with respect to four sets of Cross-Collateralized Mortgage Loans ((a) Loan Nos. 57834, 57835, 57837 and 57887, (b) Loan Nos. 59005 and 59006, (c) Loan Nos. 58888 and 58889, and (d) Loan Nos. 12138 and 13664 on Annex A1 to this prospectus supplement) (A) the aggregate U/W Cash Flow for the related Cross-Collateralized Mortgage Loans divided by (B) the aggregate Annual Debt Service for such Cross-Collateralized Mortgage Loans; and (iii) with respect to each Holdback Loan (a) the U/W Cash Flow for the related Mortgage Loan divided by (b) the Annual Debt Service for such Holdback Loan (net of the debt service in respect of the holdback). "U/W Replacement Reserves" means, with respect to any Mortgaged Property, the aggregate amount of on-going reserves (generally for capital improvements and replacements) assumed to be maintained with respect to such Mortgaged Property. In each case, actual reserves, if any, may be less than the amount of U/W Reserves. "U/W Replacement Reserves Per Unit" means, with respect to any Mortgaged Property, (a) the related U/W Reserves, divided by (b) the number of Units, Keys, SF or Pads, as applicable. "Weighted Average Net Mortgage Rate" means, for any Distribution Date, the weighted average of the Net Mortgage Rates for all the Mortgage Loans (excluding each KC Pari Passu Note A-1 Subordinate Component rate and balance) immediately following the preceding Distribution Date (weighted on the basis of their respective Stated Principal Balances (as defined in this prospectus supplement). "Withheld Amount" is defined on page S-140 to this prospectus supplement. "Workout Fee" means the fee generally payable to the Special Servicer in connection with the workout of a Specially Serviced Mortgage Loan. "Workout Fee Rate" means a rate equal to 1.00% (100 basis points). "Workout-Delayed Reimbursement Amount" is defined on page S-142 to this prospectus supplement. "YM" means, with respect to any Mortgage Loan, a yield maintenance premium. "YMP" means yield maintenance period. S-193 [THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX A1 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS LOAN SEQUENCE NUMBER LOAN ORIGINATOR PROPERTY NAME -------- ------ --------------- ------------- 1 59147 Bank of America 277 Park Avenue 2 59414 Bank of America KinderCare Portfolio (vii) (ix) 3.1 43439-1 BSCMI Perdue Springs 3.2 43439-2 BSCMI Roosevelt Blvd 3.3 43439-3 BSCMI Beach Road 3.4 43439-4 BSCMI Highway 17 3.5 43439-5 BSCMI Chandler Blvd 3.6 43439-6 BSCMI Coon Rapids 3.7 43439-7 BSCMI Salt Lake South 3.8 43439-8 BSCMI Sheridan 3.9 43439-9 BSCMI Two Notch 3.10 43439-10 BSCMI Indianapolis North 3.11 43439-11 BSCMI Highway 2252 3.12 43439-12 BSCMI Ina Road 3.13 43439-13 BSCMI Orlando North 3.14 43439-14 BSCMI Albuquerque 3.15 43439-15 BSCMI Culebra Rd 3.16 43439-16 BSCMI Brook Hollow 3.17 43439-17 BSCMI O'Hare 3.18 43439-18 BSCMI Nashville North 3.19 43439-19 BSCMI Bell Road 3.20 43439-20 BSCMI Highway 121 3.21 43439-21 BSCMI Birmingham North 3.22 43439-22 BSCMI Hurstbourne 3.23 43439-23 BSCMI Dublin 3.24 43439-24 BSCMI Rolling Creek 3.25 43439-25 BSCMI Kieth Harrow 3.26 43439-26 BSCMI Bandera Road 3.27 43439-27 BSCMI Perrin Beitel 3.28 43439-28 BSCMI Oak Village 3.29 43439-29 BSCMI Woods Cross 3.30 43439-30 BSCMI Highway 290 3.31 43439-31 BSCMI Jana Lane 3.32 43439-32 BSCMI North Dallas 3.33 43439-33 BSCMI Albermarle Road 3.34 43439-34 BSCMI Highway 6 3.35 43439-35 BSCMI Knoxville 3.36 43439-36 BSCMI Carrollton 3.37 43439-37 BSCMI Webster 3.38 43439-38 BSCMI Six Flags 3.39 43439-39 BSCMI El Paso 3.40 43439-40 BSCMI Arlington 3 43439 BSCMI INTOWN SUITES PORTFOLIO (ROLLUP) 4 58988 Bank of America Summit at Warner Center 5 58791 Bank of America Burnett Plaza 6 59416 Bank of America Paramus Park Mall 7 58930 Bank of America Omni Hotel-San Diego 8 59472 Bank of America ODS Tower 9 59445 Bank of America 2001 K Street 10 58987 Bank of America River Ranch Apartments 11 58946 Bank of America One Old Country Road 12 59448 Bank of America Scottsdale Fiesta 13 59459 Bank of America Loop Central 14 59473 Bank of America Crescent Center 15 20051191 Barclays Windsor Apartments 16 59377 Bank of America Huntington by the Sea 17 44177 BSCMI 11620 Wilshire 18 20051342 Barclays Graves 601 Hotel 19 59374 Bank of America Flagstaff Mall 20 20050765 Barclays Mount Vernon Shopping Center 21 59409 Bank of America 150 East 57th Street Apartments 22 57834 Bank of America Park View Medical Office Building 23 57835 Bank of America Physicians Park 24 57837 Bank of America Atrium 25 57887 Bank of America Building B SUBTOTAL CROSSED LOANS 26 20050894 Barclays Market Square Plaza 27 57467 Bank of America City Center 28 14848 Bridger Washington State Attorney General's Office Bldg 29 59394 Bank of America Elk Ridge Apartments 30 59354 Bank of America California Culinary Office 31 59180 Bank of America Spicetree Apartments 32 20051277 Barclays Ventana Canyon Apartments 33 59411 Bank of America Old Mill Corporate Center I 34 15877 Bridger Draper Technology Park 35 16310 Bridger Summit Woods Apartments 36 20051278 Barclays Remington Canyon Apartments 37 59086 Bank of America Courtney Oaks Apartments 38 16084 Bridger The Waterford Apartments 39 20051332 Barclays Audubon Park Apartments 40 20051271 Barclays Houghton Place Apartments 41 59022 Bank of America Caruso Northgate Apartments 42 59182 Bank of America 3700 Buffalo Speedway 43 59284 Bank of America Bixby Village Plaza 44 59286 Bank of America US Storage - Torrance 45 20051204 Barclays Chicago Pneumatic 46 59369 Bank of America Westridge Executive Plaza 47 59084 Bank of America 189 Montague Street 48 59128 Bank of America Baptist West Medical Office Building 49 59384 Bank of America Campus Plaza 50 59240 Bank of America 1301 Virginia Drive 51 20051207 Barclays Hillside Ranch Apartments 52 59389 Bank of America Georgia Power Company 53 58706 Bank of America La Plaza Business Center 54 20051273 Barclays Shaw's Supermarket 55 20051176 Barclays St. Charles Apartments 56 59212 Bank of America Eaglewood Apartments 57 59276 Bank of America Island Walk Shopping Center 58 44598 BSCMI Tri-State Crossing 59 59383 Bank of America The Atrium Building 60 59320 Bank of America Collins Pointe Apartments 61 59005 Bank of America Desert North Commerce Center I 62 59006 Bank of America DESERT NORTH COMMERCE CENTER II SUBTOTAL CROSSED LOANS 63 59287 Bank of America Lake Point Apartments 64.1 59312 Bank of America Wawa Store - Rehoboth Beach, DE 64.2 59312 Bank of America Wawa Store - Royersford, PA 64.3 59312 Bank of America Wawa Store - Aberdeen, MD 64 59312 Bank of America Wawa Store Portfolio (Rollup) 65 59311 Bank of America Haltom Plaza 66 59066 Bank of America 2770 Broadway 67 59382 Bank of America University Meadows Apartments 68 59350 Bank of America Comfort Inn-Long Island City 69 58888 Bank of America Sherlock Self Storage - Woodinville, WA 70 58889 Bank of America Sherlock Self Storage - Bothell, WA SUBTOTAL CROSSED LOANS 71 59310 Bank of America Smyrna Crossing 72 59085 Bank of America 188 Montague Street 73 59295 Bank of America US Storage - Westminster 74 58882 Bank of America Newburgh Crossing 75 12138 Bridger All American Self Storage 76 13664 Bridger Statewide Self Storage SUBTOTAL CROSSED LOANS 77.1 59288 Bank of America 164 West Hospitality Lane 77.2 59288 Bank of America 825 East Hospitality Lane 77 59288 Bank of America FELDKAMP MEDICAL OFFICES (ROLLUP) 78 59317 Bank of America Hilton Garden Inn - North Point 79 14494 Bridger One De Zavala Business Center 80 59322 Bank of America RDA Building 81 58957 Bank of America Oak Tree Village 82 15191 Bridger Hampton Inn Bossier City 83 14985 Bridger Olde Naples Self Storage North 84 15547 Bridger Regency Place Apartments 85 15842 Bridger Maryland Park Apartments 86 12606 Bridger Courtyard by Marriott (McAllen) 87 59044 Bank of America Rainbow Plaza 88 59285 Bank of America Lakes at West Covina 89 59200 Bank of America 8328 Center Drive Self Storage 90 15978 Bridger Northgate Villas 91 59349 Bank of America NVR Warehouse 92 14805 Bridger Timberlane Apartments 93 59373 Bank of America Milestone Square Shopping Center 94 59378 Bank of America River Park Office 95 20050866 Barclays KMart Desert Hot Springs 96 59386 Bank of America Siegen Self Storage Facility 97 59293 Bank of America 253 Nassau Street 98 16382 Bridger Pacheco Park 99 59390 Bank of America Airport Self Storage 100 20051348 Barclays Five Seasons MHC 101 59139 Bank of America PA Marriott Portfolio: Springhill Suites-West Mifflin, PA 102 44408 BSCMI Camino Real Apartments 103.1 44678-1 BSCMI Prospect Place 103.2 44678-2 BSCMI Underhill Avenue 103 44678 BSCMI UNDERHILL AVENUE & PROSPECT PLACE (ROLLUP) 104 15892 Bridger Parkside Commons Apartments 105 59348 Bank of America Glen Cove Towne Center 106 59265 Bank of America 68 Marginal Way 107.1 43337-1 BSCMI Jasmine Plaza 107.2 43337-2 BSCMI 65 Flagship Drive 107 43337 BSCMI JASMINE PLAZA & 65 FLAGSHIP ROAD (ROLLUP) 108 59308 Bank of America Northside Shopping Center 109 15643 Bridger Hampton Technology Center 110 15262 Bridger Desertbrook Apartments 111 20051133 Barclays Town Hall Industrial Building 112 59232 Bank of America Harbor North 113 13734 Bridger Windermere Office Bldg - Soundview 114 59173 Bank of America Southside Shopping Center 115 59213 Bank of America Hickory Valley Apartments 116 15260 Bridger AutoMall Self Storage 117 59395 Bank of America Euclid Plaza 118 15639 Bridger Stonebridge Apts. 119 12725 Bridger Cambridge Apartments 120 15274 Bridger Greenbrier Village Condominium Apartments 121 13712 Bridger Mission Hospital Office 122 13611 Bridger Lake Pointe Office Building 123 59376 Bank of America Garden City Apartments 124 15079 Bridger Quality Self Storage - Lochmoor - Ft. Myers 125 15470 Bridger Walgreens at the Market at Wells Branch 126 59305 Bank of America Sunset of Avon 127 14481 Bridger The Plaza Office Building A 128 15420 Bridger Martin Self Storage - Carolina Beach Road 129 59199 Bank of America 1415 Old Oakland Self Storage 130 14715 Bridger The Plaza Office Building B 131 20050961 Barclays CVS - Port St. Lucie 132 15353 Bridger FedEx - Burlington 133 14466 Bridger Eagles Landing 134 14124 Bridger Double D Storage 135 14961 Bridger Expressway Plaza 136 58948 Bank of America Glen Hollow Apartments 137 13950 Bridger Sheridan Park Self Storage 138 15590 Bridger Meadow Park Plaza 139 20050659 Barclays West Haven Apartments 140 15268 Bridger Crossroads Center - Bend 141 59226 Bank of America Holiday Inn Express - Houston 142 59194 Bank of America Holiday Inn Express - Monaca, PA 143 14773 Bridger Kendall Homes Apartments 144 13727 Bridger Spolski Industrial Portfolio 145 14147 Bridger Space Place Self Storage 146 13388 Bridger Corner View Commons 147 20051224 Barclays Rite Aid - Richland, WA 148 59162 Bank of America Poway Road Mini Storage 149 14252 Bridger Trademark Plaza 150 15196 Bridger Juliet Rainbow Office 151 59370 Bank of America Sorensen Palm Bay Self Storage 152 14785 Bridger Kinnaman Terrace 153 11839 Bridger Village Square Shoppes 154 14229 Bridger Sandstone Commons 155 14824 Bridger Osprey Point 156 14787 Bridger Windcom Court 157 12477 Bridger Azevedo Plaza - Walgreens 158 15245 Bridger Quality Self Storage - Bradenton 159 59307 Bank of America 6900 Camp Bowie 160 44137 BSCMI 612-626 Main Street 161 14897 Bridger Carmel Centre II 162 15136 Bridger River Run Apartments 163 15629 Bridger North Peoria Retail - -------------------------------------------------------------------------------------------------------- TOTALS/WEIGHTED AVERAGE ======================================================================================================== SEQUENCE PROPERTY ADDRESS COUNTY CITY STATE - -------- ---------------- ------ ---- ----- 1 277 Park Avenue New York New York NY 2 Various Various Various Various 3.1 2601 Perdue Springs Drive Chesterfield Chester VA 3.2 2833 Roosevelt Boulevard Pinellas Clearwater FL 3.3 11451 Beach Boulevard Duval Jacksonville FL 3.4 2236 Savannah Highway Charleston Charleston SC 3.5 15424 South 50th Street Maricopa Phoenix AZ 3.6 420 Coon Rapids Boulevard NW Anoka Coon Rapids MN 3.7 48 West 3300 South Salt Lake Salt Lake City UT 3.8 2900 West Hampden Avenue Arapahoe Sheridan CO 3.9 8310 Two Notch Road Richland Columbia SC 3.10 3650 West 86th Street Marion Indianapolis IN 3.11 13220 Nacogdoches Road Bexar San Antonio TX 3.12 4314 West Ina Road Pima Tucson AZ 3.13 736 Lee Road Orange Orlando FL 3.14 4676 Commerce Avenue, NE Bernalillo Albuquerque NM 3.15 7490 Culebra Road Bexar San Antonio TX 3.16 8201 Brookriver Hollow Dallas Dallas TX 3.17 2411 Landmeier Road Cook Elk Grove IL 3.18 1017 West Main Street Summer Hendersonville TN 3.19 1621 Bell Road Davidson Nashville TN 3.20 101Valley View Drive Denton Lewisville TX 3.21 1100 Huffman Road Jefferson Birmingham AL 3.22 4604 Wattbourne Lane Jefferson Louisville KY 3.23 2797 Bethel Road Franklin Columbus OH 3.24 16909 Rolling Creek Drive Harris Houston TX 3.25 5055 Highway 6 North Harris Houston TX 3.26 6625 Bandera Road Bexar Leon Valley TX 3.27 9530 Perrin Beitel Road Benar San Antonio TX 3.28 1727 Oak Village Boulevard Tarrant Arlington TX 3.29 635 South 700 West Davis Woods Cross UT 3.30 14041 Norhwest Freeway Harris Houston TX 3.31 6330 Fairmount Parkway Harris Pasadena TX 3.32 19059 Preston Road Collin North Dallas TX 3.33 7135 Albemare Road Mecklenburg Charlotte NC 3.34 9155 Highway 6 North Harris Houston TX 3.35 109 South Gallaher View Road Knox Knoxville TN 3.36 2661 Westgrove Drive Dallas Carrollton TX 3.37 480 West Bay Area Boulevard Harris Webster TX 3.38 2211 North Collins Street Tarrant Arlington TX 3.39 7984 Gateway Boulevard East El Paso El Paso TX 3.40 2601 South Cooper Street Tarrant Arlington TX 3 Various Various Various Various 4 22219 Summit Vue Lane Los Angeles Woodland Hills CA 5 801 Cherry Street Tarrant Fort Worth TX 6 700 Paramus Park Bergen Paramus NJ 7 675 L Street San Diego San Diego CA 8 601 Southwest Second Avenue Multnomah Portland OR 9 2001 K Street, NW District of Columbia Washington DC 10 18005 West Annes Circle Los Angeles Canyon Country CA 11 1 Old Country Road Nassau Carle Place NY 12 9890-10500 N. 90th Street Maricopa Scottsdale AZ 13 4828,4848 and 4888 Loop Central Drive Harris Houston TX 14 6075 Poplar Avenue Shelby Memphis TN 15 911 South Park Road Broward Hollywood FL 16 21851 & 21871 Newland St Orange Huntington Beach CA 17 11620 Wilshire Blvd. Los Angeles Los Angeles CA 18 601 First Avenue North Hennipen Minneapolis MN 19 4650 N US Highway 89 Coconino Flagstaff AZ 20 500 East Sandford Boulevard Westchester Mount Vernon NY 21 150 East 57th Street New York New York NY 22 2410 Patterson Street Davidson Nashville TN 23 2400 Patterson Street Davidson Nashville TN 24 250 25th Avenue North Davidson Nashville TN 25 2400 Parman Place Davidson Nashville TN 26 17 North Second Street Dauphin Harrisburg PA 27 888 West Big Beaver Road Oakland Troy MI 28 7171 Cleanwater Ln SW Thurston Tumwater WA 29 501 Elkhart Street Arapahoe Aurora CO 30 350 Rhode Island Street San Francisco San Francisco CA 31 4854 Washtenaw Avenue Washtenaw Ann Arbor MI 32 1250 American Pacific Drive Clark Henderson NV 33 6322 South 3000 East Salt Lake City Salt Lake City UT 34 11734, 11778, 11814 South Election Rd & 11781 S Loan Peak Pkwy Salt Lake Draper UT 35 1310 SW Overlook Drive Shawnee Topeka KS 36 1000 American Pacific Drive Clark Henderson NV 37 2325 Courtney Oaks Road Mecklenburg Charlotte NC 38 800 Nichols Boulevard Washoe Sparks NV 39 8160 County Road 64 Baldwin Daphne AL 40 1008 Massachusetts Avenue Middlesex Cambridge MA 41 237 Lantern Road Suffolk Revere MA 42 3700 Buffalo Speedway Harris Houston TX 43 5745 East Pacific Coast Highway Los Angeles Long Beach CA 44 23711 Crenshaw Blvd. Los Angeles Torrance CA 45 1800 Overview Drive York Rock Hill SC 46 26650 The Old Road Los Angeles Valencia CA 47 189 Montgue Street Kings Brooklyn NY 48 10810 Parkside Drive Knox Knoxville TN 49 428-454 Russell Street Hampshire Hadley MA 50 1301 Virginia Drive Montgomery Ft. Washington PA 51 1350 North LBJ Drive Hays San Marcos TX 52 2500 Patrick Henry Road Henry McDonough GA 53 4220 South Maryland Parkway Clark Las Vegas NV 54 66 Mountain View Drive Chittenden Colchester VT 55 50 Creekside Drive Cobb Kennesaw GA 56 1975 Maxwell Avenue Yolo Woodland CA 57 1421 Sadler Road Nassau Fernandina Beach FL 58 294 County Road 120 South Lawrence Burlington OH 59 16700 Valley View Avenue Los Angeles La Mirada CA 60 2601 Furrs Street Tarrant Arlington TX 61 42201 and 42211 North 41st Drive Maricopa Phoenix AZ 62 42101 and 42105 North 41st Drive Maricopa Phoenix AZ 63 7259 Lake Point Drive Mecklenburg Charlotte NC 64.1 4500 Highway One Sussex Rehoboth Beach DE 64.2 1860 Ridge Pike Montgomery Royersford PA 64.3 231 North Philadelphia Boulevard Harford Aberdeen MD 64 Various Various Various Various 65 3101-3189 Denton Highway Tarrant Haltom City TX 66 2770 Broadway New York New York NY 67 4310 Sterling Way Isabella Mt. Pleasant MI 68 42-24 Crescent Street Queens Long Island City NY 69 21601 W Bostian Road Snohomish Woodinville WA 70 17101 Bothell Way King Bothell WA 71 2870 - 2890 Highway 212 SW Rockdale Conyers GA 72 188 Montague Street Kings Brooklyn NY 73 14528 Edwards Street Orange Westminster CA 74 Route 300 and Route 17K Orange Newburgh NY 75 6225 El Cajon Boulevard San Diego San Diego CA 76 18671 Van Buren Boulevard Riverside Riverside CA 77.1 164 West Hospitality Lane San Bernardino San Bernardino CA 77.2 825 East Hospitality Lane San Bernardino San Bernardino CA 77 Various San Bernardino San Bernardino CA 78 10975 Georgia Lane Fulton Alpharetta GA 79 12770 Cimarron Path Bexar San Antonio TX 80 800 Maynard Ave. King Seattle WA 81 1006 South Main Street Atlantic Pleasantville NJ 82 1005 Gould Drive Bossier Bossier City LA 83 10550 Goodlette Road Collier Naples FL 84 2800-2840 South Decatur Boulevard Clark Las Vegas NV 85 1101 Dumont Boulevard Clark Las Vegas NV 86 2131 South 10th Street Hildalgo McAllen TX 87 2655 & 2685 Rainbow Boulevard Clark La Vegas NV 88 1230 & 1240 Lakes Drive Los Angeles West Covina CA 89 8328 Center Drive San Diego La Mesa CA 90 2305 Carville Drive Washoe Reno NV 91 189 Little Beaver Road Beaver Enon Valley PA 92 3985 East Bijou Avenue El Paso Colorado Springs CO 93 14 North Avenue Dutchess Pleasant Valley NY 94 1540, 1555, 1565 River Park Drive Sacramento Sacramento CA 95 14011 Palm Drive Riverside Desert Hot Springs CA 96 8566 Siegen Lane East Baton Rouge Parish Baton Rouge LA 97 253 Nassau Street Mercer Princeton NJ 98 1512 Pacheco Street Santa Fe Santa Fe NM 99 3800 Campus Drive Orange Newport Beach CA 100 3421 Blairs Ferry Road NE Linn Cedar Rapids IA 101 1000 Regis Avenue Allegheny Pittsburgh PA 102 2810 Salado Street Travis Austin TX 103.1 761 - 767 Prospect Place Kings Brooklyn NY 103.2 41-43 Underhill Avenue Kings Brooklyn NY 103 Various Kings Brooklyn NY 104 8732-8778 North Columbia Boulevard Multnomah Portland OR 105 167-219 Glen Street Nassau Glen Cove NY 106 68 Marginal Way Cumberland Portland ME 107.1 733 Turnpike & 65 Flagship Essex North Andover MA 107.2 65 Flagship Drive Essex North Andover MA 107 Various Essex North Andover MA 108 3300 N. Main Street & 100 E. Long Tarrant Forth Worth TX 109 903 Gateway Boulevard Hampton City Hampton VA 110 3703 West Kennewick Avenue Benton Kennewick WA 111 3458 Morreim Drive Boone Belvidere IL 112 2320 & 2340 Harbor Boulevard Orange Costa Mesa CA 113 5801 Soundview Drive Pierce Gig Harbor WA 114 930 South Washington Ave Lackawanna Scranton PA 115 1507 Hickory Valley Road Hamilton Chattanooga TN 116 43941 Osgood Road Alameda Fremont CA 117 212 Euclid Avenue San Diego San Diego CA 118 3070 Kelly Circle Montgomery Montgomery AL 119 2209-2225 Main Street Fairfield Bridgeport CT 120 101 - 612 Brier Avenue New Castle Elsmere DE 121 1031 Avenida Pico Orange San Clemente CA 122 11612 Bee Caves Road Travis Austin TX 123 41 Garden City Drive Providence Cranston RI 124 4150 Hancock Bridge Parkway Lee Fort Myers FL 125 3407 Wells Branch Parkway Travis Austin TX 126 260 West Main Street Hartford Avon CT 127 2310 Paseo Del Prado Clark Las Vegas NV 128 4851 Carolina Beach Road New Hanover Wilmington NC 129 1415 Old Oakland Self Storage Santa Clara San Jose CA 130 2320 Paseo Del Prado Clark Las Vegas NV 131 2873 Southwest Port Saint Lucie Boulevard Saint Lucie Port Saint Lucie FL 132 322 Leroy Road Chittenden Williston VT 133 900-970 Eagles Landing Parkway Henry Stockbridge GA 134 3400 N. Golden State Blvd. Stanislaus Turlock CA 135 1200 Lowes Boulevard Bell Killeen TX 136 505 Danville Road Gregg Kilgore TX 137 19-B Sheridan Park Circle Beaufort Bluffton SC 138 7304 Lakewood Drive West Pierce Lakewood WA 139 840 1st Avenue & 680 3rd Avenue New Haven West Haven CT 140 533, 547 & 561 NE Bellevue Drive Deschutes Bend OR 141 1330 N. Sam Houston Parkway East Harris Houston TX 142 105 Stone Quarry Road Beaver Monaca PA 143 6114-6186 Tuswell Drive and 6118-6182 Kendall Ridge Loop Franklin Dublin OH 144 301-311 West First Street, 2260 Old Lake Mary Road, 2280 Old Lake Mary Road, 2239 Southwest Road, 2772-2774 Depot Street Seminole Sanford FL 145 4520 North Old Highway 40 Summit Park City UT 146 1425 Village Square Blvd. Leon Tallahassee FL 147 1329 Lee Boulevard Benton Richland WA 148 14141 Poway Road SanDiego Poway CA 149 5400-5450 W. Atlantic Boulevard Broward Margate FL 150 6785 W. Russell Road Clark Las Vegas NV 151 6180 SE Babcock Street Brevard Palm Bay FL 152 17851-17899 SW Kinnaman Road Washington Aloha OR 153 3636 North High School Rd Marion Indianapolis IN 154 11640 Brook School Road Hamilton Fishers IN 155 400 SW Bluff Drive Deschutes Bend OR 156 6101 Windcom Court Collin Plano TX 157 13721-13751 San Pablo Avenue Contra Costa San Pablo CA 158 1930 Cortez Road West Manatee Bradenton FL 159 6900 Camp Bowie Tarrant Fort Worth TX 160 612-626 Main Street Middlesex Winchester MA 161 3965 W. 106th Street Hamilton Carmel IN 162 717 West Broadway Oswego Fulton NY 163 1605 North Peoria Avenue Tulsa Tulsa OK - ------------------------------------------------------------------------------------------------------------------------------------ 163 LOANS/919 PROPERTIES ==================================================================================================================================== CUT-OFF MATURITY ZIP PROPERTY ORIGINAL DATE DATE SEQUENCE CODE TYPE PROPERTY SUBTYPE BALANCE BALANCE BALANCE - -------- ---- ---- ---------------- ------- ------- ------- 1 10172 Office CBD 260,000,000 260,000,000 260,000,000 2 Various Other Child Development Centers 150,000,000 150,000,000 129,225,000 3.1 23831 Hotel Extended Stay 5,760,300 5,751,102 4,373,119 3.2 33760 Hotel Extended Stay 4,677,750 4,670,281 3,551,266 3.3 32246 Hotel Extended Stay 4,608,940 4,601,581 3,499,027 3.4 29414 Hotel Extended Stay 4,375,830 4,368,843 3,322,054 3.5 85044 Hotel Extended Stay 4,209,340 4,202,619 3,195,658 3.6 55433 Hotel Extended Stay 4,146,610 4,139,989 3,148,034 3.7 84115 Hotel Extended Stay 4,074,900 4,068,393 3,093,593 3.8 80110 Hotel Extended Stay 3,990,370 3,983,998 3,029,419 3.9 29223 Hotel Extended Stay 3,665,520 3,659,667 2,782,799 3.10 46268 Hotel Extended Stay 3,642,680 3,636,864 2,765,459 3.11 78217 Hotel Extended Stay 3,626,410 3,620,620 2,753,107 3.12 85741 Hotel Extended Stay 3,554,480 3,548,804 2,698,499 3.13 32810 Hotel Extended Stay 3,493,770 3,488,191 2,652,409 3.14 87107 Hotel Extended Stay 3,300,000 3,294,731 2,505,303 3.15 78251 Hotel Extended Stay 3,260,690 3,255,484 2,475,459 3.16 75247 Hotel Extended Stay 3,214,690 3,209,557 2,440,537 3.17 60007 Hotel Extended Stay 3,178,660 3,173,585 2,413,183 3.18 37075 Hotel Extended Stay 3,139,230 3,134,218 2,383,249 3.19 37211 Hotel Extended Stay 3,087,840 3,082,910 2,344,234 3.20 75067 Hotel Extended Stay 3,042,890 3,038,031 2,310,109 3.21 35215 Hotel Extended Stay 3,017,100 3,012,283 2,290,530 3.22 40299 Hotel Extended Stay 2,982,700 2,977,937 2,264,414 3.23 43220 Hotel Extended Stay 2,966,240 2,961,504 2,251,918 3.24 77090 Hotel Extended Stay 2,887,970 2,883,359 2,192,497 3.25 77084 Hotel Extended Stay 2,820,810 2,816,306 2,141,510 3.26 78238 Hotel Extended Stay 2,801,700 2,797,226 2,127,002 3.27 78217 Hotel Extended Stay 2,756,140 2,751,739 2,092,413 3.28 76017 Hotel Extended Stay 2,727,530 2,723,175 2,070,693 3.29 84087 Hotel Extended Stay 2,715,360 2,711,024 2,061,454 3.30 77040 Hotel Extended Stay 2,648,940 2,644,710 2,011,029 3.31 77505 Hotel Extended Stay 2,537,280 2,533,229 1,926,259 3.32 75252 Hotel Extended Stay 2,368,380 2,364,598 1,798,033 3.33 28227 Hotel Extended Stay 2,286,960 2,283,308 1,736,220 3.34 77095 Hotel Extended Stay 2,261,000 2,257,390 1,716,512 3.35 37919 Hotel Extended Stay 2,212,910 2,209,377 1,680,003 3.36 75006 Hotel Extended Stay 2,116,730 2,113,350 1,606,985 3.37 77598 Hotel Extended Stay 2,047,180 2,043,911 1,554,183 3.38 76011 Hotel Extended Stay 2,006,180 2,002,977 1,523,057 3.39 79907 Hotel Extended Stay 1,950,010 1,946,896 1,480,414 3.40 76015 Hotel Extended Stay 1,854,570 1,851,609 1,407,957 ----------------------------------------------------------- 3 Various Hotel Extended Stay 126,016,590 125,815,376 95,669,600 4 91367 Multifamily Garden 120,000,000 120,000,000 120,000,000 5 76102 Office CBD 114,200,000 114,200,000 101,296,834 6 07652 Retail Anchored 110,000,000 109,743,317 90,241,616 7 92101 Hotel Full Service 105,000,000 105,000,000 96,195,944 8 97204 Office CBD 78,500,000 78,500,000 78,500,000 9 20006 Office CBD 67,000,000 67,000,000 55,864,478 10 91387 Multifamily Garden 57,000,000 57,000,000 57,000,000 11 11514 Office Suburban 53,280,000 53,001,405 44,399,708 12 85258 Retail Anchored 47,500,000 47,500,000 44,170,426 13 77081 Office Suburban 46,000,000 46,000,000 41,812,461 14 38119 Office Suburban 43,000,000 43,000,000 39,056,227 15 33021 Multifamily Garden 43,000,000 43,000,000 39,170,978 16 92646 Manufactured Housing Manufactured Housing 41,000,000 41,000,000 37,918,795 17 90025 Office CBD 40,150,000 40,011,900 33,140,789 18 55403 Hotel Full Service 39,000,000 39,000,000 32,993,117 19 86004 Retail Anchored 37,000,000 37,000,000 37,000,000 20 10550 Retail Anchored 32,000,000 32,000,000 30,496,534 21 10022 Multifamily High-Rise 28,040,000 28,040,000 23,285,163 22 37203 Office Medical 11,060,000 10,808,870 9,325,934 23 37203 Office Medical 10,112,088 9,882,482 8,526,642 24 37203 Office Medical 6,125,000 5,985,925 5,164,679 25 37203 Office Medical 1,041,912 1,018,254 878,554 ----------------------------------------------------------- 28,339,000 27,695,532 23,895,808 26 17101 Office CBD 27,200,000 27,200,000 24,973,834 27 48084 Office Suburban 25,733,000 25,109,767 22,142,545 28 98501 Office Suburban 24,000,000 24,000,000 20,599,980 29 80011 Multifamily Garden 23,537,000 23,537,000 21,729,704 30 94103 Office Suburban 22,080,000 22,080,000 18,041,354 31 48108 Multifamily Garden 21,500,000 21,500,000 19,110,551 32 89074 Multifamily Garden 21,050,000 21,050,000 19,165,283 33 84121 Office Suburban 21,000,000 21,000,000 17,404,778 34 84020 Office Suburban 19,500,000 19,500,000 19,500,000 35 66615 Multifamily Garden 19,330,000 19,309,037 16,201,711 36 89074 Multifamily Garden 19,250,000 19,250,000 17,526,754 37 28217 Multifamily Garden 18,300,000 18,300,000 16,208,018 38 89434 Multifamily Garden 17,663,000 17,663,000 15,398,493 39 36526 Multifamily Garden 17,100,000 17,100,000 17,100,000 40 02138 Multifamily Mid-Rise 17,000,000 16,979,911 14,045,892 41 02151 Multifamily Garden 16,762,985 16,762,985 14,756,164 42 77098 Office Suburban 16,500,000 16,500,000 15,271,145 43 90803 Retail Anchored 16,400,000 16,364,163 13,591,714 44 90505 Self Storage Self Storage 16,000,000 16,000,000 13,911,342 45 29492 Industrial Flex 15,500,000 15,500,000 14,660,305 46 91381 Office Suburban 14,660,000 14,660,000 13,313,261 47 11201 Office CBD 14,560,000 14,543,858 12,159,927 48 37934 Office Medical 14,400,000 14,400,000 12,891,380 49 01035 Retail Anchored 14,300,000 14,300,000 14,300,000 50 19034 Office Suburban 14,000,000 13,969,646 11,616,299 51 78666 Multifamily Garden 13,900,000 13,900,000 12,620,505 52 30253 Office Suburban 12,675,000 12,675,000 11,367,737 53 89119 Office Suburban 15,000,000 12,500,000 10,350,091 54 05446 Retail Anchored 12,340,000 12,340,000 10,685,510 55 30144 Multifamily Garden 12,100,000 12,100,000 11,027,901 56 95776 Multifamily Garden 12,000,000 12,000,000 10,188,057 57 32034 Retail Anchored 11,520,000 11,520,000 10,869,991 58 45680 Retail Anchored 11,000,000 10,988,003 9,211,359 59 90638 Office Suburban 10,750,000 10,750,000 9,181,647 60 76006 Multifamily Garden 10,500,000 10,500,000 9,379,584 61 85086 Mixed Use Office/Retail 6,800,000 6,800,000 6,312,782 62 85086 Mixed Use Office/Retail 3,700,000 3,700,000 3,434,896 ----------------------------------------------------------- 10,500,000 10,500,000 9,747,677 63 28227 Multifamily Garden 10,400,000 10,400,000 9,825,582 64.1 19971 Retail Unanchored 3,483,660 3,480,106 2,948,301 64.2 19468 Retail Unanchored 3,483,660 3,480,106 2,948,301 64.3 21001 Retail Unanchored 3,282,680 3,279,331 2,778,207 ----------------------------------------------------------- 64 Various Retail Unanchored 10,250,000 10,239,544 8,674,809 65 76117 Retail Anchored 9,880,000 9,869,034 8,249,850 66 10025 Retail Unanchored 9,750,000 9,750,000 9,750,000 67 48858 Multifamily Student 9,632,500 9,632,500 9,632,500 68 11101 Hotel Limited Service 9,187,500 9,161,299 7,074,388 69 98072 Self Storage Self Storage 4,751,937 4,742,385 4,018,957 70 98011 Self Storage Self Storage 4,288,552 4,279,902 3,625,349 ----------------------------------------------------------- 9,040,489 9,022,287 7,644,306 71 30094 Retail Anchored 9,018,435 9,018,435 8,410,632 72 11201 Office Office/Retail 9,000,000 8,981,098 7,502,868 73 92683 Self Storage Self Storage 8,500,000 8,500,000 7,496,507 74 12550 Retail Anchored 8,415,000 8,415,000 8,415,000 75 92115 Self Storage Self Storage 4,605,000 4,605,000 4,007,354 76 92508 Self Storage Self Storage 3,792,000 3,792,000 3,299,867 ----------------------------------------------------------- 8,397,000 8,397,000 7,307,221 77.1 92408 Office Medical 4,477,064 4,467,973 3,750,462 77.2 92408 Office Medical 3,522,936 3,515,782 2,951,183 ----------------------------------------------------------- 77 92408 Office Medical 8,000,000 7,983,756 6,701,645 78 30022 Hotel Limited Service 8,000,000 7,965,088 5,204,757 79 78249 Industrial Flex and R&D 7,720,000 7,720,000 6,887,912 80 98134 Office CBD 7,600,000 7,591,650 6,356,605 81 08232 Multifamily Garden 7,210,000 7,210,000 6,274,675 82 71111 Hotel Limited Service 7,200,000 7,179,065 5,522,412 83 34109 Self Storage Self Storage 6,875,000 6,875,000 5,894,263 84 89102 Multifamily Garden 6,800,000 6,800,000 5,958,443 85 89109 Multifamily Garden 6,690,000 6,690,000 5,827,015 86 78503 Hotel Limited Service 6,700,000 6,670,421 5,146,474 87 89146 Office Suburban 6,600,000 6,600,000 6,600,000 88 91790 Retail Shadow Anchored 6,500,000 6,486,909 5,451,418 89 91942 Self Storage Self Storage 6,300,000 6,280,401 4,764,543 90 89512 Multifamily Garden 6,185,000 6,185,000 5,394,811 91 16120 Industrial Warehouse/Distribution 5,950,000 5,950,000 5,188,948 92 80909 Multifamily Garden 5,500,000 5,500,000 4,843,658 93 12569 Retail Anchored 5,500,000 5,493,791 4,579,571 94 95815 Office Suburban 5,475,000 5,475,000 4,817,633 95 92240 Retail Anchored 5,400,000 5,400,000 4,878,389 96 70810 Self Storage Self Storage 5,340,033 5,340,033 4,505,066 97 08540 Multifamily Mixed Use 5,338,627 5,338,627 5,338,627 98 87505 Office Mixed Use 5,300,000 5,300,000 3,822,673 99 92660 Self Storage Self Storage 5,250,000 5,250,000 4,369,615 100 52402 Manufactured Housing Manufactured Housing 5,250,000 5,250,000 4,635,861 101 15236 Hotel Limited Service 5,250,000 5,238,861 4,370,117 102 78705 Multifamily Garden 5,200,000 5,200,000 4,636,329 103.1 11216 Multifamily Mid-Rise 3,050,000 3,050,000 2,723,425 103.2 11238 Multifamily Mid-Rise 2,050,000 2,050,000 1,830,499 ----------------------------------------------------------- 103 Various Multifamily Mid-Rise 5,100,000 5,100,000 4,553,924 104 97203 Multifamily Garden 5,040,000 5,040,000 4,409,746 105 11542 Retail Anchored 5,000,000 5,000,000 5,000,000 106 04101 Office Suburban 5,000,000 4,977,204 3,209,293 107.1 01845 Retail Unanchored 2,469,000 2,466,106 2,042,762 107.2 01845 Industrial Flex 2,231,000 2,228,385 1,845,849 ----------------------------------------------------------- 107 01845 Various Various 4,700,000 4,694,490 3,888,611 108 76106 Retail Anchored 4,650,000 4,644,855 3,884,812 109 23666 Office Suburban 4,620,000 4,620,000 4,046,730 110 99336 Multifamily Garden 4,550,000 4,550,000 3,852,988 111 61008 Industrial Warehouse 4,550,000 4,545,094 4,083,765 112 92626 Retail Shadow Anchored 4,500,000 4,489,800 3,708,575 113 98335 Office Suburban 4,500,000 4,480,363 3,732,285 114 18505 Retail Anchored 4,424,000 4,419,244 3,713,344 115 37421 Multifamily Garden 4,400,000 4,400,000 4,207,445 116 94539 Self Storage Self Storage 4,400,000 4,400,000 3,767,423 117 92114 Retail Unanchored 4,400,000 4,394,892 3,646,536 118 36116 Multifamily Garden 4,370,000 4,360,565 3,628,238 119 06606 Multifamily Garden 4,250,000 4,208,864 3,290,860 120 19805 Multifamily Garden 4,100,000 4,070,173 75,889 121 92673 Office Medical 4,050,000 4,041,184 3,358,407 122 78733 Office Suburban 4,020,000 4,015,582 3,362,206 123 02920 Multifamily Garden 4,000,000 4,000,000 3,790,808 124 33903 Retail Unanchored 4,000,000 3,986,376 3,306,883 125 78728 Retail Anchored 4,000,000 3,986,181 3,299,363 126 06001 Retail Anchored 4,000,000 3,981,433 2,552,899 127 89102 Office Suburban 3,850,000 3,837,708 3,214,938 128 28412 Self Storage Self Storage 3,700,000 3,695,989 3,101,396 129 95112 Self Storage Self Storage 3,700,000 3,688,803 2,814,653 130 89102 Office Suburban 3,650,000 3,638,346 3,047,929 131 34953 Retail Anchored 3,560,000 3,540,936 2,956,413 132 05495 Industrial Anchored 3,500,000 3,496,220 3,013,884 133 30281 Retail Unanchored 3,460,000 3,460,000 3,158,510 134 95382 Self Storage Self Storage 3,480,000 3,458,690 3,242,876 135 76542 Retail Shadow Anchored 3,320,000 3,320,000 2,769,215 136 75662 Multifamily Garden 3,300,000 3,300,000 2,903,240 137 29910 Self Storage Self Storage 3,300,000 3,296,339 2,755,772 138 98499 Retail Unanchored 3,225,000 3,218,276 2,691,371 139 06516 Multifamily Garden 3,150,000 3,150,000 2,711,229 140 97701 Retail Unanchored 3,120,000 3,109,375 2,579,451 141 77032 Hotel Limited Service 3,010,000 3,010,000 2,310,120 142 15061 Hotel Limited Service 3,000,000 2,991,022 2,287,421 143 43016 Multifamily Garden 3,000,000 2,990,465 2,788,811 144 32771 Industrial Office/Industrial Flex 3,000,000 2,967,483 1,955,945 145 84098 Self Storage Self Storage 2,800,000 2,787,892 2,325,466 146 32308 Retail Unanchored 2,750,000 2,736,441 2,310,580 147 99352 Retail Anchored 2,675,000 2,671,737 2,181,989 148 92064 Self Storage Self Storage 2,500,000 2,500,000 2,500,000 149 33063 Retail Unanchored 2,490,000 2,490,000 2,490,000 150 89118 Office Suburban 2,477,000 2,477,000 2,288,101 151 32909 Self Storage Self Storage 2,380,000 2,380,000 2,079,936 152 97007 Multifamily Garden 2,350,000 2,342,007 1,943,228 153 46224 Retail Unanchored 2,325,000 2,321,624 1,803,269 154 46038 Retail Unanchored 2,300,000 2,295,122 1,914,647 155 97702 Office Suburban 2,300,000 2,286,222 1,754,875 156 75093 Office Suburban 2,058,500 2,058,500 1,886,395 157 94806 Retail Anchored 2,000,000 2,000,000 1,693,655 158 34207 Self Storage Self Storage 2,000,000 1,993,415 1,662,262 159 76116 Retail Anchored 1,971,030 1,968,849 1,646,685 160 01890 Mixed Use Office/Retail 1,500,000 1,496,845 1,250,206 161 46032 Office Medical 1,300,000 1,296,154 993,562 162 13069 Multifamily Garden 1,240,000 1,234,520 952,286 163 74106 Retail Shadow Anchored 1,018,000 1,015,277 793,692 - ------------------------------------------------------------------------------------------------------------------------------------ $2,747,624,689 $2,742,147,258 $2,450,684,134 ==================================================================================================================================== SUB- NET FIRST LOAN MORTGAGE ADMINISTRATIVE SERVICING MORTGAGE NOTE PAYMENT SEQUENCE TYPE RATE FEE RATE (I) FEE RATE RATE DATE DATE -------- ---- ---- ------------ -------- ---- ---- ---- 1 Interest Only, Hyper Am 4.647% 0.021% 0.010% 4.626% 9/30/2005 11/1/2005 2 Balloon 5.123% 0.061% 0.050% 5.062% 11/9/2005 1/1/2006 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3 Balloon 5.336% 0.031% 0.010% 5.305% 10/7/2005 12/1/2005 4 Interest Only 4.900% 0.021% 0.010% 4.879% 10/11/2005 12/1/2005 5 IO, Balloon 5.016% 0.021% 0.010% 4.996% 3/22/2005 5/1/2005 6 Balloon 4.864% 0.021% 0.010% 4.843% 9/23/2005 11/1/2005 7 IO, Balloon 5.651% 0.021% 0.010% 5.630% 4/25/2005 6/1/2005 8 Interest Only 5.626% 0.021% 0.010% 5.605% 11/15/2005 1/1/2006 9 Balloon 5.380% 0.021% 0.010% 5.359% 12/6/2005 1/1/2006 10 Interest Only 4.970% 0.021% 0.010% 4.949% 11/10/2005 1/1/2006 11 Balloon 5.350% 0.021% 0.010% 5.329% 6/2/2005 8/1/2005 12 IO, Balloon 5.459% 0.021% 0.010% 5.438% 11/9/2005 1/1/2006 13 IO, Balloon 5.199% 0.021% 0.010% 5.178% 11/10/2005 1/1/2006 14 IO, Balloon 5.166% 0.021% 0.010% 5.145% 10/28/2005 12/1/2005 15 IO, Balloon 5.333% 0.041% 0.020% 5.292% 10/19/2005 12/1/2005 16 IO, Balloon 5.091% 0.021% 0.010% 5.070% 10/27/2005 12/1/2005 17 Balloon 5.059% 0.031% 0.010% 5.028% 8/8/2005 10/1/2005 18 Balloon 5.850% 0.041% 0.020% 5.809% 11/16/2005 1/1/2006 19 Interest Only 4.966% 0.041% 0.030% 4.925% 10/3/2005 12/1/2005 20 IO, Balloon 5.295% 0.041% 0.020% 5.254% 10/11/2005 12/1/2005 21 Balloon 5.243% 0.041% 0.030% 5.202% 11/4/2005 1/1/2006 22 Balloon 5.743% 0.041% 0.030% 5.703% 1/20/2004 3/1/2004 23 Balloon 5.743% 0.041% 0.030% 5.703% 1/20/2004 3/1/2004 24 Balloon 5.743% 0.041% 0.030% 5.703% 1/20/2004 3/1/2004 25 Balloon 5.743% 0.041% 0.030% 5.703% 1/20/2004 3/1/2004 26 IO, Balloon 5.192% 0.041% 0.020% 5.151% 11/8/2005 1/1/2006 27 Balloon 6.440% 0.041% 0.030% 6.399% 8/29/2003 10/1/2003 28 IO, Hyper Am 5.525% 0.061% 0.050% 5.464% 12/1/2005 1/1/2006 29 IO, Balloon 4.960% 0.041% 0.030% 4.919% 9/30/2005 11/1/2005 30 IO, Balloon 5.580% 0.041% 0.030% 5.539% 11/1/2005 12/1/2005 31 IO, Balloon 5.109% 0.041% 0.030% 5.068% 9/30/2005 11/1/2005 32 IO, Balloon 5.292% 0.041% 0.020% 5.251% 11/22/2005 1/1/2006 33 Balloon 5.181% 0.041% 0.030% 5.140% 11/2/2005 1/1/2006 34 Interest Only 5.365% 0.061% 0.050% 5.304% 9/22/2005 11/1/2005 35 Balloon 5.549% 0.061% 0.050% 5.488% 10/26/2005 12/1/2005 36 IO, Balloon 5.293% 0.041% 0.020% 5.252% 11/22/2005 1/1/2006 37 IO, Balloon 4.950% 0.041% 0.030% 4.909% 8/25/2005 10/1/2005 38 IO, Balloon 5.220% 0.061% 0.050% 5.159% 9/12/2005 11/1/2005 39 Interest Only 5.200% 0.041% 0.020% 5.159% 10/3/2005 12/1/2005 40 Balloon 5.090% 0.041% 0.020% 5.049% 10/20/2005 12/1/2005 41 IO, Balloon 5.626% 0.051% 0.040% 5.575% 11/16/2005 1/1/2006 42 IO, Balloon 5.129% 0.041% 0.030% 5.088% 9/2/2005 11/1/2005 43 Balloon 5.179% 0.041% 0.030% 5.138% 9/2/2005 11/1/2005 44 IO, Balloon 5.111% 0.041% 0.030% 5.070% 9/19/2005 11/1/2005 45 IO, Balloon 5.480% 0.071% 0.050% 5.409% 8/31/2005 10/1/2005 46 IO, Balloon 5.147% 0.041% 0.030% 5.106% 11/28/2005 1/1/2006 47 Balloon 5.432% 0.041% 0.030% 5.391% 10/20/2005 12/1/2005 48 IO, Balloon 5.462% 0.041% 0.030% 5.421% 10/12/2005 12/1/2005 49 Interest Only 4.897% 0.041% 0.030% 4.856% 10/31/2005 12/1/2005 50 Balloon 5.216% 0.061% 0.050% 5.155% 9/14/2005 11/1/2005 51 IO, Balloon 5.135% 0.041% 0.020% 5.094% 9/26/2005 11/1/2005 52 IO, Balloon 5.212% 0.041% 0.030% 5.171% 9/21/2005 11/1/2005 53 IO, Balloon 5.654% 0.041% 0.030% 5.613% 2/15/2005 4/1/2005 54 IO, Balloon 5.790% 0.041% 0.020% 5.749% 11/15/2005 1/1/2006 55 IO, Balloon 5.350% 0.041% 0.020% 5.309% 9/20/2005 11/1/2005 56 IO, Balloon 5.128% 0.041% 0.030% 5.087% 9/1/2005 10/1/2005 57 IO, Balloon 5.248% 0.041% 0.030% 5.207% 11/9/2005 1/1/2006 58 Balloon 5.519% 0.121% 0.100% 5.398% 10/12/2005 12/1/2005 59 IO, Balloon 5.336% 0.041% 0.030% 5.295% 11/16/2005 1/1/2006 60 IO, Balloon 5.356% 0.041% 0.030% 5.315% 10/31/2005 12/1/2005 61 IO, Balloon 5.350% 0.041% 0.030% 5.309% 7/27/2005 9/1/2005 62 IO, Balloon 5.350% 0.041% 0.030% 5.309% 7/27/2005 9/1/2005 63 IO, Balloon 5.361% 0.041% 0.030% 5.320% 9/14/2005 11/1/2005 64.1 64.2 64.3 64 Balloon 5.872% 0.041% 0.030% 5.831% 10/7/2005 12/1/2005 65 Balloon 5.426% 0.041% 0.030% 5.385% 11/1/2005 12/1/2005 66 Interest Only 5.032% 0.041% 0.030% 4.991% 7/29/2005 9/1/2005 67 Interest Only 4.920% 0.041% 0.030% 4.879% 9/27/2005 11/1/2005 68 Balloon 5.737% 0.041% 0.030% 5.696% 9/21/2005 11/1/2005 69 Balloon 5.570% 0.041% 0.030% 5.529% 5/9/2005 7/1/2005 70 Balloon 5.554% 0.041% 0.030% 5.513% 5/9/2005 7/1/2005 71 IO, Balloon 5.682% 0.041% 0.030% 5.641% 10/31/2005 12/1/2005 72 Balloon 5.366% 0.041% 0.030% 5.325% 9/20/2005 11/1/2005 73 IO, Balloon 5.707% 0.041% 0.030% 5.666% 11/23/2005 1/1/2006 74 Interest Only 4.691% 0.041% 0.030% 4.650% 10/6/2005 12/1/2005 75 IO, Balloon 5.154% 0.061% 0.050% 5.093% 8/10/2005 10/1/2005 76 IO, Balloon 5.154% 0.061% 0.050% 5.093% 8/10/2005 10/1/2005 77.1 77.2 77 Balloon 5.523% 0.041% 0.030% 5.482% 9/29/2005 11/1/2005 78 Balloon 5.650% 0.041% 0.030% 5.609% 9/30/2005 11/1/2005 79 IO, Balloon 5.297% 0.061% 0.050% 5.236% 8/11/2005 10/1/2005 80 Balloon 5.480% 0.041% 0.030% 5.439% 10/27/2005 12/1/2005 81 IO, Balloon 5.146% 0.041% 0.030% 5.105% 6/28/2005 8/1/2005 82 Balloon 5.623% 0.071% 0.060% 5.552% 9/29/2005 11/1/2005 83 IO, Balloon 5.458% 0.071% 0.060% 5.387% 8/4/2005 10/1/2005 84 IO, Balloon 5.439% 0.071% 0.060% 5.368% 8/18/2005 10/1/2005 85 IO, Balloon 5.183% 0.061% 0.050% 5.122% 9/12/2005 11/1/2005 86 Balloon 5.673% 0.061% 0.050% 5.612% 8/12/2005 10/1/2005 87 Interest Only 5.205% 0.041% 0.030% 5.164% 7/11/2005 9/1/2005 88 Balloon 5.561% 0.041% 0.030% 5.520% 9/22/2005 11/1/2005 89 Balloon 5.220% 0.041% 0.030% 5.179% 9/26/2005 11/1/2005 90 IO, Balloon 5.241% 0.061% 0.050% 5.180% 9/12/2005 11/1/2005 91 IO, Balloon 5.234% 0.041% 0.030% 5.193% 9/28/2005 11/1/2005 92 IO, Balloon 5.653% 0.061% 0.050% 5.592% 8/3/2005 10/1/2005 93 Balloon 5.335% 0.041% 0.030% 5.294% 10/20/2005 12/1/2005 94 IO, Balloon 5.609% 0.041% 0.030% 5.568% 11/10/2005 1/1/2006 95 Balloon 5.900% 0.041% 0.020% 5.859% 10/28/2005 1/1/2006 96 Balloon 5.757% 0.041% 0.030% 5.716% 11/2/2005 1/1/2006 97 Interest Only 5.527% 0.041% 0.030% 5.486% 10/20/2005 12/1/2005 98 Balloon 5.702% 0.061% 0.050% 5.641% 11/2/2005 1/1/2006 99 Balloon 5.315% 0.041% 0.030% 5.274% 11/21/2005 1/1/2006 100 IO, Balloon 5.760% 0.041% 0.020% 5.719% 11/10/2005 1/1/2006 101 Balloon 5.318% 0.041% 0.030% 5.277% 9/2/2005 11/1/2005 102 IO, Balloon 5.255% 0.031% 0.010% 5.224% 9/26/2005 11/1/2005 103.1 103.2 103 IO, Balloon 5.327% 0.031% 0.010% 5.296% 11/9/2005 1/1/2006 104 IO, Balloon 5.369% 0.061% 0.050% 5.308% 9/20/2005 11/1/2005 105 Interest Only 5.212% 0.041% 0.030% 5.171% 10/3/2005 12/1/2005 106 Balloon 5.305% 0.041% 0.030% 5.264% 9/30/2005 11/1/2005 107.1 107.2 107 Balloon 5.133% 0.031% 0.010% 5.102% 10/18/2005 12/1/2005 108 Balloon 5.443% 0.041% 0.030% 5.402% 10/27/2005 12/1/2005 109 IO, Balloon 5.415% 0.061% 0.050% 5.354% 9/21/2005 11/1/2005 110 IO, Balloon 5.030% 0.061% 0.050% 4.969% 9/23/2005 11/1/2005 111 Balloon 5.580% 0.041% 0.020% 5.539% 10/17/2005 12/1/2005 112 Balloon 5.004% 0.041% 0.030% 4.963% 9/30/2005 11/1/2005 113 Balloon 5.207% 0.061% 0.050% 5.146% 7/27/2005 9/1/2005 114 Balloon 5.596% 0.041% 0.030% 5.555% 10/4/2005 12/1/2005 115 IO, Balloon 4.923% 0.061% 0.050% 4.862% 8/8/2005 10/1/2005 116 IO, Balloon 5.398% 0.061% 0.050% 5.337% 9/7/2005 11/1/2005 117 Balloon 5.186% 0.061% 0.050% 5.125% 10/28/2005 12/1/2005 118 Balloon 5.236% 0.091% 0.080% 5.145% 9/22/2005 11/1/2005 119 Balloon 5.923% 0.081% 0.070% 5.842% 4/21/2005 6/1/2005 120 Fully Amortizing 5.129% 0.061% 0.050% 5.068% 9/14/2005 11/1/2005 121 Balloon 5.197% 0.061% 0.050% 5.136% 9/1/2005 11/1/2005 122 Balloon 5.479% 0.081% 0.070% 5.398% 10/12/2005 12/1/2005 123 IO, Balloon 5.664% 0.041% 0.030% 5.623% 10/28/2005 12/1/2005 124 Balloon 5.108% 0.081% 0.070% 5.027% 8/30/2005 10/1/2005 125 Balloon 5.037% 0.061% 0.050% 4.976% 9/1/2005 10/1/2005 126 Balloon 5.162% 0.041% 0.030% 5.121% 9/22/2005 11/1/2005 127 Balloon 5.427% 0.081% 0.070% 5.346% 8/18/2005 10/1/2005 128 Balloon 5.551% 0.091% 0.080% 5.460% 10/6/2005 12/1/2005 129 Balloon 5.386% 0.041% 0.030% 5.345% 9/26/2005 11/1/2005 130 Balloon 5.427% 0.081% 0.070% 5.346% 8/18/2005 10/1/2005 131 Hyper Am 5.240% 0.041% 0.020% 5.199% 6/17/2005 8/1/2005 132 Balloon 5.571% 0.071% 0.060% 5.500% 10/20/2005 12/1/2005 133 IO, Balloon 5.443% 0.061% 0.050% 5.382% 9/12/2005 11/1/2005 134 Balloon 5.650% 0.061% 0.050% 5.589% 5/10/2005 7/1/2005 135 Balloon 5.384% 0.061% 0.050% 5.323% 11/11/2005 1/1/2006 136 IO, Balloon 5.610% 0.041% 0.030% 5.569% 10/3/2005 12/1/2005 137 Balloon 5.429% 0.061% 0.050% 5.368% 10/3/2005 12/1/2005 138 Balloon 5.400% 0.061% 0.050% 5.339% 9/19/2005 11/1/2005 139 IO, Balloon 5.590% 0.041% 0.020% 5.549% 2/14/2005 4/1/2005 140 Balloon 5.109% 0.061% 0.050% 5.048% 8/25/2005 10/1/2005 141 Balloon 5.642% 0.041% 0.030% 5.601% 11/23/2005 1/1/2006 142 Balloon 5.452% 0.041% 0.030% 5.411% 9/16/2005 11/1/2005 143 Balloon 5.449% 0.081% 0.070% 5.368% 8/2/2005 10/1/2005 144 Balloon 5.700% 0.081% 0.070% 5.619% 6/21/2005 8/1/2005 145 Balloon 5.250% 0.071% 0.060% 5.179% 7/15/2005 9/1/2005 146 Balloon 5.617% 0.081% 0.070% 5.536% 6/8/2005 8/1/2005 147 Balloon 5.670% 0.041% 0.020% 5.629% 10/31/2005 12/1/2005 148 Interest Only 5.042% 0.041% 0.030% 5.001% 8/1/2005 9/1/2005 149 Interest Only 5.316% 0.091% 0.080% 5.225% 8/10/2005 10/1/2005 150 IO, Balloon 5.009% 0.061% 0.050% 4.948% 8/22/2005 10/1/2005 151 IO, Balloon 5.329% 0.041% 0.030% 5.288% 10/4/2005 12/1/2005 152 Balloon 5.115% 0.061% 0.050% 5.054% 8/3/2005 10/1/2005 153 Balloon 5.960% 0.091% 0.080% 5.869% 10/21/2005 12/1/2005 154 Balloon 5.320% 0.091% 0.080% 5.229% 9/7/2005 11/1/2005 155 Balloon 5.475% 0.061% 0.050% 5.414% 7/14/2005 9/1/2005 156 IO, Balloon 5.682% 0.061% 0.050% 5.621% 8/1/2005 10/1/2005 157 IO, Balloon 5.380% 0.061% 0.050% 5.319% 8/22/2005 10/1/2005 158 Balloon 5.276% 0.091% 0.080% 5.185% 8/17/2005 10/1/2005 159 Balloon 5.443% 0.041% 0.030% 5.402% 10/27/2005 12/1/2005 160 Balloon 5.359% 0.071% 0.050% 5.288% 9/30/2005 11/1/2005 161 Balloon 5.520% 0.091% 0.080% 5.429% 9/7/2005 11/1/2005 162 Balloon 5.667% 0.061% 0.050% 5.606% 8/22/2005 10/1/2005 163 Balloon 6.108% 0.061% 0.050% 6.047% 9/8/2005 11/1/2005 - ---------------------------------------------------------------------------------------------------------------------------- 5.227% 0.036% 0.024% 5.191% ============================================================================================================================ ORIGINAL ORIGINAL REMAINING INTEREST TERM TO AMORTIZATION INTEREST TERM TO ACCRUAL MONTHLY MATURITY TERM ONLY SEASONING MATURITY SEQUENCE METHOD (II) PAYMENT (MONTHS) (MONTHS) (II) PERIOD (MONTHS) (MONTHS) -------- ----------- ------- -------- ------------- ------ -------- -------- 1 Actual/360 1,020,847 120 120 2 118 2 Actual/360 771,274 120 Planned Amortization 120 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3 Actual/360 761,536 120 300 1 119 4 Actual/360 496,806 60 60 1 59 5 Actual/360 614,188 120 360 36 8 112 6 Actual/360 581,395 120 360 2 118 7 Actual/360 606,131 120 360 48 7 113 8 Actual/360 373,113 120 120 120 9 Actual/360 375,390 121 360 1 121 10 Actual/360 239,354 60 60 60 11 Actual/360 297,523 120 360 5 115 12 Actual/360 268,479 120 360 60 120 13 Actual/360 252,548 120 360 48 120 14 Actual/360 235,215 120 360 48 1 119 15 Actual/360 239,663 120 360 48 1 119 16 Actual/360 222,383 120 360 60 1 119 17 Actual/360 216,984 120 360 3 117 18 Actual/360 230,077 120 360 120 19 Actual/360 155,245 120 120 1 119 20 Actual/360 182,851 120 336 84 1 119 21 Actual/360 154,716 120 360 120 22 Actual/360 64,496 120 360 22 98 23 Actual/360 58,968 120 360 22 98 24 Actual/360 35,718 120 360 22 98 25 Actual/360 6,076 120 360 22 98 26 Actual/360 146,182 120 379 48 120 27 Actual/360 161,636 120 360 27 93 28 Actual/360 136,646 121 360 13 121 29 Actual/360 125,777 120 360 60 2 118 30 Actual/360 126,478 168 360 36 1 167 31 Actual/360 116,853 120 360 36 2 118 32 Actual/360 116,787 120 360 48 120 33 Actual/360 115,067 120 360 120 34 Actual/360 88,392 120 120 2 118 35 Actual/360 110,349 120 360 1 119 36 Actual/360 106,812 120 360 48 120 37 Actual/360 97,680 120 360 36 3 117 38 Actual/360 97,208 120 360 24 2 118 39 Actual/360 75,129 60 60 1 59 40 Actual/360 92,197 120 360 1 119 41 Actual/360 96,508 120 360 24 120 42 Actual/360 89,881 120 360 60 2 118 43 Actual/360 89,842 120 360 2 118 44 Actual/360 86,980 120 360 24 2 118 45 Actual/360 87,813 84 360 36 3 81 46 Actual/360 80,020 120 360 48 120 47 Actual/360 82,050 120 360 1 119 48 Actual/360 81,419 120 360 36 1 119 49 Actual/360 59,166 120 120 1 119 50 Actual/360 77,014 120 360 2 118 51 Actual/360 75,769 120 360 48 2 118 52 Actual/360 69,694 116 360 36 2 114 53 Actual/360 86,623 129 360 60 9 120 54 Actual/360 76,602 120 312 36 120 55 Actual/360 67,568 120 360 48 2 118 56 Actual/360 65,361 120 360 12 3 117 57 Actual/360 63,600 120 360 72 120 58 Actual/360 62,588 120 360 1 119 59 Actual/360 59,936 120 360 12 120 60 Actual/360 58,673 120 360 36 1 119 61 Actual/360 37,972 120 360 60 4 116 62 Actual/360 20,661 120 360 60 4 116 63 Actual/360 58,146 60 360 12 2 58 64.1 64.2 64.3 64 Actual/360 60,613 120 360 1 119 65 Actual/360 55,640 120 360 1 119 66 Actual/360 41,453 120 120 4 116 67 Actual/360 40,042 120 120 2 118 68 Actual/360 57,727 120 300 2 118 69 Actual/360 27,190 120 360 6 114 70 Actual/360 24,495 120 360 6 114 71 Actual/360 52,240 120 360 60 1 119 72 Actual/360 50,347 120 360 2 118 73 Actual/360 49,372 120 360 24 120 74 30/360 32,896 60 60 1 59 75 Actual/360 25,156 120 360 24 3 117 76 Actual/360 20,715 120 360 24 3 117 77.1 77.2 77 Actual/360 45,539 120 360 2 118 78 Actual/360 55,711 120 240 2 118 79 Actual/360 42,855 120 360 36 3 117 80 Actual/360 43,057 120 360 1 119 81 Actual/360 39,351 120 360 24 5 115 82 Actual/360 44,745 120 300 2 118 83 Actual/360 39,970 120 336 24 3 117 84 Actual/360 38,350 120 360 24 3 117 85 Actual/360 36,665 120 360 24 2 118 86 Actual/360 41,839 120 300 3 117 87 Actual/360 29,025 120 120 4 116 88 Actual/360 37,155 120 360 2 118 89 Actual/360 37,641 120 300 2 118 90 Actual/360 34,119 120 360 24 2 118 91 Actual/360 32,797 120 360 24 2 118 92 Actual/360 31,758 120 360 24 3 117 93 Actual/360 30,661 120 360 1 119 94 Actual/360 31,462 120 360 24 120 95 Actual/360 32,029 84 360 84 96 Actual/360 31,187 120 360 120 97 Actual/360 24,930 120 120 1 119 98 Actual/360 30,768 180 360 180 99 Actual/360 29,202 120 360 120 100 Actual/360 30,671 120 360 24 120 101 Actual/360 29,212 120 360 2 118 102 Actual/360 28,731 120 360 36 2 118 103.1 103.2 103 Actual/360 28,406 120 360 36 120 104 Actual/360 28,204 120 360 24 2 118 105 Actual/360 22,018 120 120 1 119 106 Actual/360 33,846 120 240 2 118 107.1 107.2 107 Actual/360 25,614 120 360 1 119 108 Actual/360 26,236 120 360 1 119 109 Actual/360 25,986 120 360 24 2 118 110 Actual/360 24,509 120 360 12 2 118 111 Actual/360 26,063 84 360 1 83 112 Actual/360 24,168 120 360 2 118 113 Actual/360 24,729 120 360 4 116 114 Actual/360 25,386 120 360 1 119 115 Actual/360 23,414 120 360 84 3 117 116 Actual/360 25,419 120 336 24 2 118 117 Actual/360 24,123 120 360 1 119 118 Actual/360 24,093 120 360 2 118 119 Actual/360 27,204 120 300 7 113 120 Actual/360 32,699 180 180 2 178 121 Actual/360 22,231 120 360 2 118 122 Actual/360 22,772 120 360 1 119 123 Actual/360 23,125 84 360 36 1 83 124 Actual/360 21,738 120 360 3 117 125 Actual/360 21,563 120 360 3 117 126 Actual/360 26,758 120 240 2 118 127 Actual/360 21,684 120 360 3 117 128 Actual/360 21,127 120 360 1 119 129 Actual/360 22,470 120 300 2 118 130 Actual/360 20,557 120 360 3 117 131 Actual/360 19,636 120 360 5 115 132 Actual/360 20,029 107 360 1 106 133 Actual/360 19,522 120 360 48 2 118 134 Actual/360 20,099 60 360 6 54 135 Actual/360 18,610 120 360 120 136 Actual/360 18,965 120 360 24 1 119 137 Actual/360 18,590 120 360 1 119 138 Actual/360 18,109 120 360 2 118 139 Actual/360 18,570 120 336 24 9 111 140 Actual/360 16,957 120 360 3 117 141 Actual/360 18,740 120 300 120 142 Actual/360 18,337 120 300 2 118 143 Actual/360 16,938 60 360 3 57 144 Actual/360 20,977 120 240 5 115 145 Actual/360 15,462 120 360 4 116 146 Actual/360 15,817 120 360 5 115 147 Actual/360 15,902 120 336 1 119 148 Actual/360 10,650 120 120 4 116 149 Actual/360 11,184 120 120 3 117 150 Actual/360 13,311 120 360 60 3 117 151 Actual/360 13,259 120 360 24 1 119 152 Actual/360 12,781 120 360 3 117 153 Actual/360 14,923 120 300 1 119 154 Actual/360 12,801 120 360 2 118 155 Actual/360 14,090 120 300 4 116 156 Actual/360 11,924 120 360 48 3 117 157 Actual/360 12,139 120 300 36 3 117 158 Actual/360 11,076 120 360 3 117 159 Actual/360 11,121 120 360 1 119 160 Actual/360 8,385 120 360 2 118 161 Actual/360 7,999 120 300 2 118 162 Actual/360 7,739 120 300 3 117 163 Actual/360 6,626 120 300 2 118 - --------------------------------------------------------------------------------------------------------------------- 115 352 2 113 ===================================================================================================================== MATURITY CROSS-COLLATERALIZED RELATED SEQUENCE DATE LOANS LOANS PREPAYMENT PENALTY DESCRIPTION (PAYMENTS) - -------- ---- ----- ----- ----------------------------------------- 1 10/1/2015 LO(119)/OPEN(1)/DEFEASANCE 2 12/1/2015 LO(13)/GRTR1%PPMTorYM(100)/OPEN(7) 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3 11/1/2015 GRTR1%PPMTorYM(25)/DEFEASANCE(91)/OPEN(4) 4 11/1/2010 BACM 05-6-E LO(57)/OPEN(3)/DEFEASANCE 5 4/1/2015 LO(117)/OPEN(3)/DEFEASANCE 6 10/1/2015 LO(114)/OPEN(6)/DEFEASANCE 7 5/1/2015 LO(114)/OPEN(6)/DEFEASANCE 8 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 9 1/1/2016 LO(117)/OPEN(4)/DEFEASANCE 10 12/1/2010 BACM 05-6-E LO(57)/OPEN(3)/DEFEASANCE 11 7/1/2015 BACM 05-6-F LO(115)/OPEN(5)/DEFEASANCE 12 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 13 12/1/2015 BACM 05-6-G LO(114)/OPEN(6)/DEFEASANCE 14 11/1/2015 BACM 05-6-G LO(114)/OPEN(6)/DEFEASANCE 15 11/1/2015 BACM 05-6-H LO(117)/OPEN(3)/DEFEASANCE 16 11/1/2015 LO(113)/OPEN(7)/DEFEASANCE 17 9/1/2015 LO(119)/OPEN(1)/DEFEASANCE 18 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 19 11/1/2015 LO(114)/OPEN(6)/DEFEASANCE 20 11/1/2015 LO(118)/OPEN(2)/DEFEASANCE 21 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 22 2/1/2014 BACM 05-6-A BACM 05-6-A LO(27)/GRTR1%PPMTorYM(92)/OPEN(1) 23 2/1/2014 BACM 05-6-A BACM 05-6-A LO(27)/GRTR1%PPMTorYM(92)/OPEN(1) 24 2/1/2014 BACM 05-6-A BACM 05-6-A LO(27)/GRTR1%PPMTorYM(92)/OPEN(1) 25 2/1/2014 BACM 05-6-A BACM 05-6-A LO(27)/GRTR1%PPMTorYM(92)/OPEN(1) 26 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 27 9/1/2013 LO(117)/OPEN(3)/DEFEASANCE 28 1/1/2016 LO(117)/OPEN(4)/DEFEASANCE 29 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 30 11/1/2019 LO(164)/OPEN(4)/DEFEASANCE 31 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 32 12/1/2015 BACM 05-6-H LO(116)/OPEN(4)/DEFEASANCE 33 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 34 10/1/2015 BACM 05-6-I LO(113)/OPEN(7)/DEFEASANCE 35 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 36 12/1/2015 BACM 05-6-H LO(116)/OPEN(4)/DEFEASANCE 37 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 38 10/1/2015 BACM 05-6-J LO(116)/OPEN(4)/DEFEASANCE 39 11/1/2010 LO(58)/OPEN(2)/DEFEASANCE 40 11/1/2015 LO(118)/OPEN(2)/DEFEASANCE 41 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 42 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 43 10/1/2015 LO(47)/GRTR1%PPMTorYM(70)/OPEN(3) 44 10/1/2015 BACM 05-6-K LO(116)/OPEN(4)/DEFEASANCE 45 9/1/2012 LO(82)/OPEN(2)/DEFEASANCE 46 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 47 11/1/2015 BACM 05-6-F LO(115)/OPEN(5)/DEFEASANCE 48 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 49 11/1/2015 LO(23)/GRTR1%PPMTorYM(2)/GRTR1%PPMTorYMorDEFEASANCE(91)/OPEN(4) 50 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 51 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 52 6/1/2015 LO(112)/OPEN(4)/DEFEASANCE 53 12/1/2015 LO(126)/OPEN(3)/DEFEASANCE 54 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 55 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 56 9/1/2015 LO(48)/GRTR1%PPMTorYM(69)/OPEN(3) 57 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 58 11/1/2015 LO(119)/OPEN(1)/DEFEASANCE 59 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 60 11/1/2015 LO(117)/OPEN(3)/DEFEASANCE 61 8/1/2015 BACM 05-6-B BACM 05-6-B LO(116)/OPEN(4)/DEFEASANCE 62 8/1/2015 BACM 05-6-B BACM 05-6-B LO(116)/OPEN(4)/DEFEASANCE 63 10/1/2010 LO(57)/OPEN(3)/DEFEASANCE 64.1 64.2 64.3 64 11/1/2015 LO(117)/OPEN(3)/DEFEASANCE 65 11/1/2015 BACM 05-6-L LO(117)/OPEN(3)/DEFEASANCE 66 8/1/2015 LO(117)/OPEN(3)/DEFEASANCE 67 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 68 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 69 6/1/2015 BACM 05-6-C BACM 05-6-C LO(116)/OPEN(4)/DEFEASANCE 70 6/1/2015 BACM 05-6-C BACM 05-6-C LO(116)/OPEN(4)/DEFEASANCE 71 11/1/2015 LO(23)/GRTR1%PPMTorYM(94)/OPEN(3) 72 10/1/2015 BACM 05-6-F LO(115)/OPEN(5)/DEFEASANCE 73 12/1/2015 BACM 05-6-K LO(116)/OPEN(4)/DEFEASANCE 74 11/1/2010 LO(23)/GRTR1%PPMTorYM(34)/OPEN(3) 75 9/1/2015 BACM 05-6-D BACM 05-6-D LO(35)/GRTR1%PPMTorYM(78)/OPEN(7) 76 9/1/2015 BACM 05-6-D BACM 05-6-D LO(35)/GRTR1%PPMTorYM(78)/OPEN(7) 77.1 77.2 77 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 78 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 79 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 80 11/1/2015 LO(117)/OPEN(3)/DEFEASANCE 81 7/1/2015 LO(117)/OPEN(3)/DEFEASANCE 82 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 83 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 84 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 85 10/1/2015 BACM 05-6-J LO(116)/OPEN(4)/DEFEASANCE 86 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 87 8/1/2015 LO(116)/OPEN(4)/DEFEASANCE 88 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 89 10/1/2015 BACM 05-6-M LO(117)/OPEN(3)/DEFEASANCE 90 10/1/2015 BACM 05-6-J LO(116)/OPEN(4)/DEFEASANCE 91 10/1/2015 LO(115)/OPEN(5)/DEFEASANCE 92 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 93 11/1/2015 LO(117)/OPEN(3)/DEFEASANCE 94 12/1/2015 LO(47)/GRTR1%PPMTorYM(69)/OPEN(4) 95 12/1/2012 LO(82)/OPEN(2)/DEFEASANCE 96 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 97 11/1/2015 LO(35)/GRTR1%PPMTorYM(82)/OPEN(3) 98 12/1/2020 LO(176)/OPEN(4)/DEFEASANCE 99 12/1/2015 LO(47)/GRTR1%PPMTorYM(69)/OPEN(4) 100 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 101 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 102 10/1/2015 LO(119)/OPEN(1)/DEFEASANCE 103.1 103.2 103 12/1/2015 LO(119)/OPEN(1)/DEFEASANCE 104 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 105 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 106 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 107.1 107.2 107 11/1/2015 LO(119)/OPEN(1)/DEFEASANCE 108 11/1/2015 BACM 05-6-L LO(117)/OPEN(3)/DEFEASANCE 109 10/1/2015 BACM 05-6-I LO(113)OPEN(7)/DEFEASANCE 110 10/1/2015 LO(47)/GRTR1%PPMTorYM(69)/OPEN(4) 111 11/1/2012 LO(81)/OPEN(3)/DEFEASANCE 112 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 113 8/1/2015 LO(47)/GRTR1%PPMTorYM(69)/OPEN(4) 114 11/1/2015 LO(84)/OPEN(36)/DEFEASANCE 115 9/1/2015 LO(36)/GRTR1%PPMTorYM(79)/OPEN(5) 116 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 117 11/1/2015 LO(117)/OPEN(3)/DEFEASANCE 118 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 119 5/1/2015 LO(116)/OPEN(4)/DEFEASANCE 120 10/1/2020 LO(176)/OPEN(4)/DEFEASANCE 121 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 122 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 123 11/1/2012 LO(35)/GRTR1%PPMTorYM(45)/Open(4) 124 9/1/2015 BACM 05-6-N LO(116)/OPEN(4)/DEFEASANCE 125 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 126 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 127 9/1/2015 BACM 05-6-O LO(35)/GRTR1%PPMTorYM(81)/OPEN(4) 128 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 129 10/1/2015 BACM 05-6-M LO(117)/OPEN(3)/DEFEASANCE 130 9/1/2015 BACM 05-6-O LO(35)/GRTR1%PPMTorYM(81)/OPEN(4) 131 7/1/2015 LO(117)/OPEN(3)/DEFEASANCE 132 10/1/2014 LO(103)/OPEN(4)/DEFEASANCE 133 10/1/2015 BACM 05-6-I LO(113)/OPEN(7)/DEFEASANCE 134 6/1/2010 LO(56)/OPEN(4)/DEFEASANCE 135 12/1/2015 LO(116)/OPEN(4)/DEFEASANCE 136 11/1/2015 LO(47)/GRTR1%PPMTorYM(66)/OPEN(7) 137 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 138 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE 139 3/1/2015 LO(116)/OPEN(4)/DEFEASANCE 140 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 141 12/1/2015 LO(117)/OPEN(3)/DEFEASANCE 142 10/1/2015 LO(117)/OPEN(3)/DEFEASANCE 143 9/1/2010 LO(56)/OPEN(4)/DEFEASANCE 144 7/1/2015 LO(116)/OPEN(4)/DEFEASANCE 145 8/1/2015 LO(116)/OPEN(4)/DEFEASANCE 146 7/1/2015 LO(116)/OPEN(4)/DEFEASANCE 147 11/1/2015 LO(118)/OPEN(2)/DEFEASANCE 148 8/1/2015 LO(28)/DEFEASANCE(7)/GRTR1%PPMTorYMorDEFEASANCE(78)/OPEN(7) 149 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 150 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 151 11/1/2015 LO(117)/OPEN(3)/DEFEASANCE 152 9/1/2015 LO(35)/GRTR1%PPMTorYM(81)/OPEN(4) 153 11/1/2015 LO(116)/OPEN(4)/DEFEASANCE 154 10/1/2015 BACM 05-6-P LO(116)/OPEN(4)/DEFEASANCE 155 8/1/2015 LO(116)/OPEN(4)/DEFEASANCE 156 9/1/2015 BACM 05-6-I LO(113)/OPEN(7)/DEFEASANCE 157 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 158 9/1/2015 BACM 05-6-N LO(116)/OPEN(4)/DEFEASANCE 159 11/1/2015 BACM 05-6-L LO(117)/OPEN(3)/DEFEASANCE 160 10/1/2015 LO(119)/OPEN(1)/DEFEASANCE 161 10/1/2015 BACM 05-6-P LO(116)/OPEN(4)/DEFEASANCE 162 9/1/2015 LO(116)/OPEN(4)/DEFEASANCE 163 10/1/2015 LO(116)/OPEN(4)/DEFEASANCE - ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== CUT-OFF DATE BALLOON OR APPRAISAL APPRAISAL LTV ARD YEAR BUILT (III) SEQUENCE YIELD MAINTENANCE TYPE VALUE (VIII) DATE (VIII) RATIO LTV RATIO RENOVATED (IV) -------- ---------------------- ------------ ----------- ----- --------- -------------- 1 1,200,000,000 7/1/2005 41.7% 41.7% 1964/2001 2 Int Diff (BEY) 1,101,357,835 Various 40.9% 35.2% Various 3.1 8,500,000 6/1/2005 2001 3.2 6,600,000 6/1/2005 2001 3.3 7,000,000 6/1/2005 2000 3.4 6,600,000 6/1/2005 1998 3.5 5,700,000 6/1/2005 2001 3.6 6,700,000 6/1/2005 1999 3.7 6,000,000 6/1/2005 1999/2005 3.8 5,100,000 6/1/2005 2000 3.9 5,700,000 6/1/2005 1997 3.10 6,200,000 6/1/2005 2001 3.11 5,600,000 6/1/2005 2001 3.12 5,100,000 6/1/2005 2001 3.13 5,400,000 6/1/2005 1997 3.14 5,700,000 6/1/2005 1999/2005 3.15 5,500,000 6/1/2005 2001 3.16 5,400,000 6/1/2005 1999 3.17 5,700,000 6/1/2005 1998 3.18 5,500,000 6/1/2005 1997 3.19 5,500,000 6/1/2005 1998 3.20 4,600,000 6/1/2005 1998 3.21 5,600,000 6/1/2005 1998 3.22 5,400,000 6/1/2005 2000 3.23 6,200,000 6/1/2005 1998 3.24 4,400,000 6/1/2005 1998 3.25 4,100,000 6/1/2005 2000 3.26 5,600,000 6/1/2005 2000 3.27 6,400,000 6/1/2005 1998/2005 3.28 4,700,000 6/1/2005 1997/2003 3.29 4,200,000 6/1/2005 2001 3.30 4,200,000 6/1/2005 1999 3.31 4,600,000 6/1/2005 2000 3.32 3,900,000 6/1/2005 1998 3.33 4,200,000 6/1/2005 1998 3.34 3,600,000 6/1/2005 1998 3.35 6,100,000 6/1/2005 1996 3.36 5,500,000 6/1/2005 1998/2005 3.37 4,200,000 6/1/2005 1998/2005 3.38 3,900,000 6/1/2005 1998/2003 3.39 4,200,000 6/1/2005 1998/2005 3.40 3,800,000 6/1/2005 1998 ---------------- 3 NPV (MEY) 212,900,000 6/1/2005 59.1% 44.9% Various 4 210,000,000 8/29/2005 57.1% 57.1% 1990 5 143,000,000 2/11/2005 79.9% 70.8% 1983 6 187,000,000 9/14/2005 58.7% 48.3% 1974/2001 7 172,000,000 9/1/2005 61.0% 55.9% 2004 8 117,000,000 9/29/2005 67.1% 67.1% 1999 9 145,000,000 10/1/2005 46.2% 38.5% 2000 10 88,000,000 8/11/2005 64.8% 64.8% 1998 11 66,600,000 10/1/2005 79.6% 66.7% 1970 12 69,000,000 10/1/2005 68.8% 64.0% 1991 13 66,000,000 9/30/2005 69.7% 63.4% 1981 14 63,000,000 10/6/2005 68.3% 62.0% 1986 15 68,000,000 10/3/2005 57.9% 57.6% 1997 16 52,240,000 9/14/2005 78.5% 72.6% 1968/2000 17 57,000,000 7/15/2005 70.2% 58.1% 1975/2002 18 60,000,000 11/1/2005 65.0% 55.0% 2003 19 60,000,000 8/30/2005 61.7% 61.7% 1979/1998 20 42,500,000 9/19/2005 75.3% 71.8% 2005 21 70,600,000 9/14/2005 39.7% 33.0% 1998 22 Int Diff (BEY) 15,800,000 12/9/2003 65.2% 56.3% 1971/2001 23 Int Diff (BEY) 16,300,000 12/9/2003 65.2% 56.3% 1992/2001 24 Int Diff (BEY) 8,750,000 12/9/2003 65.2% 56.3% 1988 25 Int Diff (BEY) 1,600,000 12/15/2003 65.2% 56.3% 1972 ---------------- 42,450,000 26 34,000,000 10/14/2005 80.0% 73.5% 2005 27 36,500,000 4/1/2006 68.8% 60.7% 1978/2003 28 30,000,000 12/1/2006 80.0% 68.7% 2005 29 30,700,000 9/12/2005 76.7% 70.8% 1982 30 37,800,000 7/13/2005 58.4% 47.7% 2002 31 28,000,000 6/28/2005 76.8% 68.3% 1966 32 29,700,000 9/1/2005 68.4% 64.5% 1997 33 30,700,000 9/13/2005 68.4% 56.7% 1995 34 30,500,000 8/16/2005 63.1% 63.9% 1998 35 24,740,000 9/12/2005 78.0% 65.5% 2001 36 26,900,000 9/1/2005 68.8% 65.2% 1999 37 27,600,000 5/18/2005 66.3% 58.7% 2004 38 23,000,000 8/12/2005 76.8% 66.9% 1980/2005 39 21,700,000 9/3/2005 78.8% 78.8% 1999 40 23,700,000 8/30/2005 71.6% 59.3% 1999 41 21,000,000 5/6/2005 79.8% 70.3% 1970/1993 42 21,800,000 6/15/2005 75.7% 70.1% 1970/2004 43 Int Diff (MEY) 30,000,000 8/10/2005 54.5% 45.3% 1974 44 22,950,000 8/13/2005 69.7% 60.6% 1997 45 24,025,000 7/28/2005 64.5% 61.0% 1997 46 20,800,000 8/4/2005 70.5% 64.0% 2004 47 18,200,000 6/28/2005 79.9% 66.8% 1931 48 18,000,000 6/20/2005 80.0% 71.6% 2003 49 Int Diff (MEY) - End of YM, T + 50 22,450,000 9/19/2005 63.7% 63.7% 1970/2000 50 17,600,000 7/14/2005 79.4% 66.0% 1984 51 18,170,000 8/29/2005 76.5% 69.5% 1997 52 19,500,000 9/7/2005 65.0% 58.3% 1999 53 19,200,000 3/1/2005 65.1% 53.9% 1974/1977 54 15,800,000 9/16/2005 78.1% 67.6% 1997 55 17,800,000 8/23/2005 68.0% 62.0% 1999 56 Int Diff (MEY) 22,900,000 7/7/2005 52.4% 44.5% 2004 57 14,400,000 7/22/2005 80.0% 75.5% 1987/1995 58 13,950,000 8/12/2005 78.8% 66.0% 1995 59 13,500,000 9/14/2005 79.6% 68.0% 1982 60 15,600,000 8/17/2005 67.3% 60.1% 1980 61 9,250,000 5/13/2005 61.0% 56.6% 2001 62 7,960,000 5/13/2005 61.0% 56.6% 2004 ---------------- 17,210,000 63 13,050,000 8/9/2005 79.7% 75.3% 1984 64.1 5,200,000 8/5/2005 2001 64.2 5,200,000 8/9/2005 2001 64.3 4,900,000 8/5/2005 2000 ---------------- 64 15,300,000 Various 66.9% 56.7% Various 65 12,350,000 8/1/2005 79.9% 66.8% 1970/1990 66 17,000,000 6/1/2005 57.4% 57.4% 2005 67 15,775,000 9/2/2005 61.1% 61.1% 2000 68 13,900,000 8/10/2005 65.9% 50.9% 2003 69 6,000,000 12/1/2005 78.2% 66.2% 2000 70 5,540,000 12/1/2005 78.2% 66.2% 2001 ---------------- 11,540,000 71 Int Diff (MEY) 11,650,000 8/4/2005 77.4% 72.2% 2004 72 11,300,000 6/28/2005 79.5% 66.4% 1924 73 10,630,000 8/9/2005 66.7% 70.5% 2002 74 Int Diff (BEY) 15,400,000 4/1/2005 54.6% 54.6% 2004 75 NPV (BEY) 6,500,000 6/22/2005 69.0% 65.0% 2002 76 NPV (BEY) 4,740,000 6/14/2005 69.0% 65.0% 2002 ---------------- 11,240,000 77.1 6,100,000 8/12/2005 1981 77.2 4,800,000 8/12/2005 1988/1997 ---------------- 77 10,900,000 8/12/2005 73.2% 61.5% Various 78 12,000,000 8/1/2005 66.4% 43.4% 2001 79 9,950,000 6/7/2005 77.6% 69.2% 1985/2003 80 10,100,000 8/8/2005 75.2% 62.9% 1927/1998 81 10,300,000 3/22/2005 70.0% 60.9% 1950 82 11,150,000 7/19/2005 64.4% 49.5% 1997/2005 83 8,880,000 6/13/2005 77.4% 66.4% 2000 84 10,500,000 7/28/2005 64.8% 56.7% 1977/2003 85 9,000,000 8/18/2005 74.3% 64.7% 1972/2001 86 9,000,000 6/20/2005 74.1% 57.2% 1995/2005 87 10,100,000 5/18/2005 65.3% 65.3% 1992 88 10,900,000 8/1/2005 59.5% 50.0% 2000/2005 89 13,700,000 7/11/2005 45.8% 34.8% 1989 90 8,300,000 8/12/2005 74.5% 65.0% 1976/2005 91 7,500,000 8/18/2005 79.3% 69.2% 1989 92 7,500,000 6/17/2005 73.3% 64.6% 1972/2005 93 10,200,000 9/1/2005 53.9% 44.9% 1990 94 Int Diff (MEY) 8,260,000 9/12/2005 66.3% 58.3% 1978 95 7,530,000 9/7/2005 71.7% 64.8% 1992/2004 96 6,680,000 9/18/2005 79.9% 67.4% 2001 97 Int Diff (MEY) 6,900,000 10/1/2005 77.4% 77.4% 2005 98 6,900,000 9/22/2005 76.8% 55.4% 2002 99 Int Diff (MEY) 7,000,000 9/23/2005 75.0% 62.4% 1980/1990 100 6,750,000 10/17/2005 77.8% 68.7% 1969/1998 101 7,500,000 6/24/2005 69.9% 58.3% 2001 102 6,900,000 8/12/2005 75.4% 67.2% 1968/1998 103.1 4,100,000 8/11/2005 1900/1989 103.2 3,000,000 8/11/2005 1931/1999 ---------------- 103 7,100,000 8/11/2005 71.8% 64.1% Various 104 6,310,000 6/14/2005 79.9% 69.9% 1979/2005 105 12,500,000 8/30/2005 40.0% 40.0% 1970 106 7,400,000 7/11/2005 67.3% 43.4% 2002 107.1 3,100,000 4/27/2005 1985 107.2 2,800,000 4/27/2005 1980/1990 ---------------- 107 5,900,000 4/27/2005 79.6% 65.9% Various 108 6,100,000 9/1/2005 76.1% 63.7% 1963/1995 109 7,100,000 8/22/2005 65.1% 57.0% 2002 110 NPV (BEY) 7,000,000 7/14/2005 65.0% 55.0% 1995 111 6,340,000 7/18/2005 71.7% 64.4% 2005 112 9,800,000 7/15/2005 45.8% 37.8% 1971/2005 113 NPV (BEY) 5,775,000 6/10/2005 77.6% 64.6% 1997 114 5,700,000 6/30/2005 77.5% 65.1% 1966/1994 115 Int Diff (MEY) 6,950,000 7/5/2005 63.3% 60.5% 1974/2004 116 5,830,000 7/16/2005 75.5% 64.6% 1998 117 5,500,000 9/22/2005 79.9% 66.3% 1989 118 5,500,000 8/16/2005 79.3% 66.0% 1981/2005 119 5,550,000 1/28/2005 75.8% 59.3% 1935/2001 120 9,000,000 8/15/2005 45.2% 0.8% 2003 121 8,130,000 7/20/2005 49.7% 41.3% 2004 122 5,050,000 8/11/2005 79.5% 66.6% 1999 123 Int Diff (MEY) 6,800,000 9/15/2005 58.8% 55.7% 1948 124 8,400,000 7/7/2005 47.5% 39.4% 1985/2005 125 5,050,000 7/7/2005 78.9% 65.3% 2005 126 9,300,000 7/29/2005 42.8% 27.5% 1995 127 NPV (BEY) 5,350,000 7/12/2005 71.7% 60.1% 1982/2005 128 4,710,000 8/25/2005 78.5% 65.8% 2003 129 6,800,000 7/1/2005 54.2% 41.4% 2002 130 NPV (BEY) 4,900,000 7/12/2005 74.3% 62.2% 1983/2005 131 5,600,000 6/6/2005 63.2% 52.8% 2004 132 4,450,000 8/23/2005 78.6% 67.7% 2004 133 5,370,000 6/1/2005 64.4% 58.8% 2001 134 5,100,000 4/11/2005 67.8% 63.6% 1999 135 4,150,000 7/1/2005 80.0% 66.7% 1998/2004 136 Int Diff (MEY) 4,200,000 7/26/2005 78.6% 69.1% 1976 137 4,500,000 8/22/2005 73.3% 61.2% 1999/2004 138 4,300,000 8/9/2005 74.8% 62.6% 1986/1998 139 4,550,000 7/1/2005 69.2% 59.6% 1928 140 4,350,000 7/12/2005 71.5% 59.3% 1997 141 4,300,000 7/25/2005 70.0% 53.7% 2001 142 4,400,000 7/12/2005 68.0% 52.0% 2002 143 4,000,000 6/20/2005 74.8% 69.7% 2000 144 4,310,000 5/9/2005 68.9% 45.4% 1983/2003 145 3,500,000 5/16/2005 79.7% 66.4% 1996 146 4,400,000 4/20/2005 62.2% 52.5% 1992/2004 147 4,800,000 10/15/2005 55.7% 45.5% 2005 148 Int Diff (MEY) 4,720,000 6/30/2005 53.0% 53.0% 1998 149 4,150,000 6/8/2005 60.0% 60.0% 1986 150 4,200,000 6/23/2005 59.0% 54.5% 2003 151 3,000,000 8/26/2005 79.3% 69.3% 1983 152 NPV (BEY) 3,627,000 5/31/2005 64.6% 53.6% 1998 153 3,000,000 4/3/2005 77.4% 60.1% 1969 154 3,720,000 7/18/2005 61.7% 51.5% 2003 155 4,520,000 6/2/2005 50.6% 38.8% 2004 156 3,250,000 6/14/2005 63.3% 58.0% 2002 157 4,250,000 7/2/2005 47.1% 39.9% 1990 158 3,100,000 6/13/2005 64.3% 53.6% 1978/2004 159 2,600,000 9/1/2005 75.7% 63.3% 1964 160 2,200,000 8/3/2005 68.0% 56.8% 1908/1999 161 2,200,000 7/18/2005 58.9% 45.2% 2004 162 1,550,000 7/14/2005 79.6% 61.4% 1976/2000 163 2,050,000 7/7/2005 49.5% 38.7% 2004 - ------------------------------------------------------------------------------------------------------------------------------------ 63.3% 56.6% ==================================================================================================================================== TOTAL UNITS/ UNITS/ LOAN SF/ SF/ NET BALANCE PER OCCUPANCY PADS/ PADS/ RENTABLE UNIT/SF/ OCCUPANCY AS OF U/W U/W U/W U/W SEQUENCE KEYS KEYS AREA (SF) PAD/KEY PERCENT (V) DATE (VI) REVENUES EXPENSES CASH FLOW (X) DSCR - -------- ---- ---- --------- ------- ----------- --------- -------- -------- ------------- ---- 1 1,767,528 SF 1,767,528 283 100.0% 6/1/2005 107,619,501 43,854,776 62,192,876 2.64x 2 5,119,320 SF 5,119,320 88 58.6% 10/1/2005 NAP NAP 90,800,000 3.27x 3.1 120 Keys 116,180 92.8% 10/31/2005 3.2 121 Keys 38,217 91.6% 10/31/2005 3.3 121 Keys 36,759 88.1% 10/31/2005 3.4 121 Keys 193,410 89.9% 10/31/2005 3.5 121 Keys 38,000 88.5% 10/31/2005 3.6 135 Keys 52,683 86.1% 10/31/2005 3.7 136 Keys 54,477 87.1% 10/31/2005 3.8 135 Keys 51,584 87.6% 10/31/2005 3.9 121 Keys 37,668 89.8% 10/31/2005 3.10 121 Keys 57,475 87.8% 10/31/2005 3.11 121 Keys 51,621 91.7% 10/31/2005 3.12 121 Keys 37,800 88.3% 10/31/2005 3.13 137 Keys 74,775 93.2% 10/31/2005 3.14 135 Keys 50,201 85.5% 10/31/2005 3.15 121 Keys 59,637 89.8% 10/31/2005 3.16 134 Keys 49,921 88.6% 10/31/2005 3.17 125 Keys 48,067 86.8% 10/31/2005 3.18 121 Keys 49,000 89.9% 10/31/2005 3.19 121 Keys 34,848 89.2% 10/31/2005 3.20 121 Keys 49,054 91.1% 10/31/2005 3.21 137 Keys 60,000 88.3% 10/31/2005 3.22 121 Keys 37,980 85.6% 10/31/2005 3.23 127 Keys 44,575 82.3% 10/31/2005 3.24 137 Keys 34,136 88.9% 10/31/2005 3.25 121 Keys 38,883 88.5% 10/31/2005 3.26 121 Keys 54,042 84.4% 10/31/2005 3.27 138 Keys 41,417 83.5% 10/31/2005 3.28 132 Keys 48,939 86.7% 10/31/2005 3.29 121 Keys 51,705 83.6% 10/31/2005 3.30 132 Keys 35,912 91.8% 10/31/2005 3.31 121 Keys 38,418 88.8% 10/31/2005 3.32 121 Keys 48,371 90.8% 10/31/2005 3.33 121 Keys 53,502 85.6% 10/31/2005 3.34 121 Keys 34,848 90.8% 10/31/2005 3.35 132 Keys 35,930 81.9% 10/31/2005 3.36 138 Keys 35,865 76.9% 10/31/2005 3.37 132 Keys 40,550 79.2% 10/31/2005 3.38 132 Keys 48,846 84.2% 10/31/2005 3.39 138 Keys 41,417 79.5% 10/31/2005 3.40 121 Keys 48,371 86.1% 10/31/2005 3 5,073 Keys 2,055,084 24,801 87.2% 10/31/2005 41,053,483 21,001,612 17,999,197 1.97x 4 760 Units 923,670 157,895 96.5% 9/18/2005 17,320,325 4,903,092 12,164,152 2.04x 5 1,028,027 SF 1,028,027 111 95.7% 9/30/2005 23,225,367 10,656,041 11,192,086 1.52x 6 312,198 SF 312,198 352 96.2% 9/16/2005 22,118,312 8,887,019 12,711,802 1.82x 7 511 Keys 563,195 205,479 81.3% 10/7/2005 39,649,989 22,321,288 15,742,701 2.16x 8 407,260 SF 407,260 193 98.6% 11/10/2005 11,216,245 3,759,676 7,105,984 1.59x 9 235,311 SF 235,311 285 99.0% 9/30/2005 13,476,454 4,986,058 8,039,581 1.78x 10 465 Units 494,754 122,581 96.1% 10/14/2005 7,546,125 2,140,192 5,281,312 1.84x 11 320,408 SF 320,408 165 98.6% 6/1/2005 8,583,829 3,804,084 4,311,987 1.21x 12 489,813 SF 489,813 97 87.9% 11/17/2005 5,941,798 1,647,324 4,031,424 1.25x 13 574,812 SF 574,812 80 83.1% 11/9/2005 8,557,545 4,244,212 3,745,550 1.24x 14 338,940 SF 338,940 127 96.1% 10/28/2005 7,687,827 3,487,106 3,709,848 1.31x 15 388 Units 433,494 110,825 95.6% 10/28/2005 5,584,383 2,348,195 3,158,587 1.20x 16 416 Pads 98,558 100.0% 9/1/2005 4,901,778 1,513,770 3,377,298 1.27x 17 189,234 SF 189,234 211 89.6% 9/1/2005 5,694,945 1,853,747 3,590,058 1.38x 18 255 Keys 198,305 152,941 67.4% 9/30/2005 20,608,041 15,619,108 4,164,611 1.51x 19 216,843 SF 216,843 171 99.6% 9/30/2005 7,411,975 2,601,460 4,589,975 2.46x 20 104,752 SF 104,752 305 100.0% 7/22/2005 3,445,931 852,939 2,547,690 1.16x 21 137 Units 125,460 204,672 98.6% 9/13/2005 6,994,126 3,816,824 3,149,903 1.70x 22 187,831 SF 187,831 55 87.4% 9/30/2005 2,494,594 1,145,344 1,226,178 1.48x 23 197,504 SF 197,504 55 81.4% 9/30/2005 2,927,091 1,609,984 1,192,975 1.48x 24 91,454 SF 91,454 55 76.5% 9/30/2005 1,141,411 685,334 404,976 1.48x 25 28,543 SF 28,543 55 29.6% 9/30/2005 295,316 178,542 103,032 1.48x 26 171,827 SF 171,827 158 87.8% 11/2/2005 4,134,967 1,600,255 2,336,640 1.33x 27 295,864 SF 295,864 85 83.1% 11/1/2005 5,471,422 2,752,901 2,367,268 1.22x 28 148,357 SF 148,357 162 88.3% 12/1/2005 3,148,175 965,625 1,993,347 1.22x 29 454 Units 398,040 51,844 94.3% 9/28/2005 3,360,224 1,446,886 1,811,188 1.20x 30 125,047 SF 125,047 177 84.3% 9/19/2005 3,802,190 1,472,191 2,206,570 1.45x 31 551 Units 435,600 39,020 99.8% 9/26/2005 4,141,364 2,281,479 1,694,585 1.21x 32 248 Units 242,520 84,879 94.0% 11/8/2005 2,552,710 867,193 1,635,917 1.21x 33 157,316 SF 157,316 133 95.3% 11/14/2005 3,317,325 1,091,183 2,088,953 1.51x 34 221,696 SF 221,696 88 93.7% 9/22/2005 3,391,862 1,227,812 1,897,394 1.81x 35 318 Units 347,652 60,720 93.1% 9/4/2005 2,763,648 1,017,696 1,666,452 1.26x 36 224 Units 219,168 85,938 96.9% 11/8/2005 2,335,737 815,770 1,475,167 1.20x 37 280 Units 285,576 65,357 87.1% 8/8/2005 2,633,855 1,057,397 1,520,458 1.30x 38 240 Units 201,344 73,596 93.7% 8/31/2005 2,106,502 625,439 1,412,184 1.21x 39 264 Units 292,362 64,773 97.7% 9/23/2005 2,227,129 748,701 1,412,427 1.57x 40 65 Units 59,869 261,229 93.8% 10/4/2005 2,101,441 706,134 1,379,365 1.25x 41 215 Units 167,297 77,967 97.0% 11/15/2005 2,524,576 1,082,189 1,389,712 1.20x 42 144,231 SF 144,231 114 83.5% 8/31/2005 2,797,763 1,312,537 1,295,086 1.20x 43 76,883 SF 76,883 213 100.0% 7/1/2005 1,780,831 390,030 1,340,224 1.24x 44 935 Units 94,205 17,112 93.5% 9/1/2005 2,199,793 473,749 1,711,879 1.64x 45 186,926 SF 186,926 83 100.0% 8/24/2005 1,888,188 449,734 1,340,728 1.27x 46 64,305 SF 64,305 228 100.0% 9/30/2005 1,918,312 572,617 1,200,403 1.25x 47 85,466 SF 85,466 170 95.8% 8/1/2005 2,278,789 1,028,041 1,183,419 1.20x 48 78,833 SF 78,833 183 100.0% 9/23/2005 1,968,945 650,490 1,228,517 1.26x 49 146,799 SF 146,799 97 100.0% 10/20/2005 1,856,061 520,242 1,256,473 1.77x 50 104,433 SF 104,433 134 100.0% 8/31/2005 2,332,857 983,741 1,159,442 1.25x 51 258 Units 205,404 53,876 95.7% 9/22/2005 2,342,413 1,165,479 1,105,984 1.22x 52 111,911 SF 111,911 113 100.0% 12/1/2005 1,744,668 426,152 1,197,901 1.43x 53 116,717 SF 116,717 107 85.0% 6/30/2005 2,317,184 826,666 1,268,173 1.22x 54 62,313 SF 62,313 198 100.0% 10/17/2005 1,233,213 160,299 1,066,683 1.16x 55 184 Units 200,132 65,761 96.2% 9/14/2005 1,682,494 656,915 979,580 1.21x 56 156 Units 144,996 76,923 88.5% 8/12/2005 1,564,741 658,090 875,451 1.12x 57 205,551 SF 205,551 56 97.1% 11/21/2005 1,479,985 451,065 916,330 1.20x 58 159,357 SF 159,357 69 98.4% 10/6/2005 1,143,104 169,242 910,791 1.21x 59 83,661 SF 83,661 128 97.2% 10/31/2005 1,571,298 593,139 867,414 1.21x 60 476 Units 326,948 22,059 92.2% 10/17/2005 2,593,442 1,607,634 855,860 1.22x 61 52,033 SF 52,033 105 93.0% 4/25/2005 828,952 222,458 570,789 1.26x 62 48,305 SF 48,305 105 36.9% 8/31/2005 538,458 199,038 316,344 1.26x 63 296 Units 268,925 35,135 90.2% 8/5/2005 1,887,380 973,280 840,100 1.20x 64.1 4,750 SF 4,750 100.0% 9/26/2005 64.2 4,750 SF 4,750 100.0% 9/26/2005 64.3 4,750 SF 4,750 100.0% 9/26/2005 64 14,250 SF 14,250 719 100.0% 9/26/2005 1,099,132 82,864 978,689 1.35x 65 203,420 SF 203,420 49 96.7% 10/21/2005 1,349,834 427,298 801,914 1.20x 66 9,500 SF 9,500 1,026 100.0% 7/22/2005 957,126 64,203 862,494 1.73x 67 184 Units 203,504 52,351 99.2% 8/4/2005 2,285,033 1,381,118 884,963 1.84x 68 80 Keys 39,200 114,516 75.7% 7/31/2005 2,516,500 1,398,242 992,434 1.43x 69 668 Units 57,625 7,347 90.0% 8/31/2005 694,929 257,677 431,489 1.21x 70 560 Units 61,545 7,347 82.0% 8/31/2005 590,522 264,562 319,805 1.21x 71 69,390 SF 69,390 130 94.0% 10/14/2005 976,513 200,687 752,714 1.20x 72 53,246 SF 54,991 169 100.0% 8/24/2005 1,509,419 741,460 725,895 1.20x 73 930 Units 88,629 9,140 73.4% 9/30/2005 1,042,934 431,447 592,887 1.20x 74 62,851 SF 62,851 134 100.0% 4/19/2005 1,300,851 325,260 907,208 2.30x 75 653 Units 53,203 7,544 91.1% 7/31/2005 799,077 421,868 369,230 1.27x 76 460 Units 74,904 7,544 97.2% 7/18/2005 467,937 179,730 276,969 1.27x 77.1 52,798 SF 52,798 100.0% 8/17/2005 77.2 32,208 SF 32,208 100.0% 12/1/2005 77 85,006 SF 85,006 94 100.0% Various 1,434,269 632,251 694,618 1.27x 78 125 Keys 70,000 63,721 65.1% 7/31/2005 3,173,571 2,104,650 941,978 1.41x 79 113,512 SF 113,512 68 97.5% 8/10/2005 1,184,725 363,072 718,922 1.40x 80 66,263 SF 66,263 115 86.0% 10/18/2005 962,816 249,549 631,640 1.22x 81 167 Units 119,050 43,174 96.4% 6/23/2005 1,196,555 501,922 649,543 1.38x 82 123 Keys 63,520 58,366 77.5% 6/30/2005 2,626,826 1,535,888 985,861 1.84x 83 652 Units 73,337 10,544 98.2% 7/7/2005 1,242,528 593,515 638,012 1.33x 84 137 Units 128,624 49,635 97.8% 7/13/2005 1,096,302 498,195 561,528 1.22x 85 135 Units 89,710 49,556 94.8% 8/31/2005 901,463 336,115 531,598 1.21x 86 110 Keys 65,823 60,640 74.3% 6/15/2005 2,720,295 1,839,352 772,131 1.54x 87 55,535 SF 55,535 119 100.0% 6/1/2005 1,005,181 254,880 662,485 1.90x 88 23,678 SF 23,678 274 100.0% 7/1/2005 900,416 287,825 589,746 1.32x 89 1,004 Units 95,877 6,255 94.2% 9/11/2005 1,338,215 458,650 856,473 1.90x 90 116 Units 90,728 53,319 93.1% 8/8/2005 808,925 284,461 495,464 1.21x 91 140,549 SF 140,549 42 100.0% 9/27/2005 505,920 10,118 474,495 1.21x 92 148 Units 89,192 37,162 99.3% 8/1/2005 936,224 419,361 475,275 1.25x 93 91,540 SF 91,540 60 79.5% 9/8/2005 1,016,790 426,067 542,858 1.48x 94 70,782 SF 70,782 77 78.4% 10/17/2005 1,063,666 494,692 501,887 1.33x 95 95,213 SF 95,213 57 100.0% 10/25/2005 660,692 155,888 462,931 1.20x 96 650 Units 90,795 8,215 99.2% 10/25/2005 629,218 166,509 449,090 1.20x 97 12 Units 13,218 444,886 100.0% 9/1/2005 591,970 147,702 437,821 1.46x 98 46,544 SF 46,544 114 91.0% 10/20/2005 727,213 139,638 470,532 1.27x 99 594 Units 38,999 8,838 97.8% 9/30/2005 814,037 299,576 508,612 1.45x 100 390 Pads 390 13,462 69.5% 9/28/2005 999,898 520,018 460,380 1.25x 101 94 Keys 58,845 55,733 72.9% 7/31/2005 2,153,941 1,532,121 535,662 1.53x 102 68 Units 54,425 76,471 95.6% 8/30/2005 744,201 308,620 418,581 1.21x 103.1 40 Units 40,144 95.0% 7/28/2005 103.2 23 Units 15,400 95.5% 7/28/2005 103 63 Units 55,544 80,952 95.2% 7/28/2005 605,597 175,517 413,469 1.21x 104 108 Units 82,527 46,667 99.1% 8/31/2005 776,420 334,300 415,120 1.23x 105 42,046 SF 42,046 119 100.0% 9/28/2005 1,126,156 456,417 650,659 2.46x 106 52,224 SF 52,224 95 100.0% 4/30/2005 906,617 260,668 583,604 1.44x 107.1 14,758 SF 14,758 100.0% 5/4/2005 107.2 24,000 SF 24,000 100.0% 5/4/2005 107 38,758 SF 38,758 121 100.0% 5/4/2005 617,257 134,742 443,597 1.44x 108 102,385 SF 102,385 45 98.6% 10/21/2005 681,803 238,772 380,176 1.21x 109 56,724 SF 56,724 81 100.0% 6/14/2005 836,284 332,150 408,664 1.31x 110 110 Units 93,088 41,364 94.6% 6/28/2005 771,773 346,567 391,105 1.33x 111 100,126 SF 100,126 45 100.0% 10/17/2005 571,067 141,482 394,533 1.26x 112 32,040 SF 32,040 140 100.0% 9/16/2005 673,345 180,085 458,091 1.58x 113 32,043 SF 32,043 140 100.0% 6/24/2005 628,166 215,587 372,940 1.26x 114 66,500 SF 66,500 66 91.0% 10/11/2005 578,966 175,489 366,357 1.20x 115 200 Units 185,120 22,000 90.5% 8/3/2005 1,038,921 625,446 353,075 1.26x 116 658 Units 58,175 6,687 86.6% 8/1/2005 617,431 217,192 391,987 1.29x 117 28,374 SF 28,374 155 91.5% 10/10/2005 549,632 182,462 347,111 1.20x 118 200 Units 164,576 21,803 92.5% 8/31/2005 980,584 506,367 422,217 1.46x 119 178 Units 66,230 23,645 98.3% 10/6/2005 1,245,958 735,662 436,782 1.34x 120 72 Units 70,200 56,530 93.1% 8/1/2005 689,658 187,116 480,942 1.23x 121 20,818 SF 20,818 194 86.8% 7/6/2005 700,832 235,836 432,120 1.62x 122 29,812 SF 29,812 135 100.0% 9/1/2005 622,465 254,829 350,168 1.28x 123 94 Units 66,700 42,553 90.4% 10/11/2005 1,012,860 623,220 366,140 1.32x 124 42,981 SF 42,981 93 100.0% 8/4/2005 1,059,451 447,345 539,300 2.07x 125 14,580 SF 14,580 273 100.0% 7/7/2005 326,340 4,011 320,871 1.24x 126 39,620 SF 39,620 100 100.0% 9/16/2005 759,799 189,285 521,285 1.62x 127 31,663 SF 31,663 121 100.0% 8/1/2005 577,754 201,237 331,611 1.27x 128 553 Units 66,325 6,684 84.6% 8/9/2005 554,112 208,749 334,469 1.32x 129 542 Units 59,535 6,806 90.4% 8/31/2005 665,374 323,976 332,726 1.23x 130 27,806 SF 27,806 131 100.0% 8/1/2005 554,873 198,083 318,344 1.29x 131 13,813 SF 13,813 256 100.0% 6/14/2005 314,522 7,863 304,587 1.29x 132 37,962 SF 37,962 92 100.0% 8/19/2005 426,805 104,117 310,172 1.29x 133 31,600 SF 31,600 109 83.5% 9/12/2005 545,981 171,950 342,823 1.46x 134 580 Units 87,708 5,963 86.7% 9/30/2005 472,494 168,083 295,642 1.23x 135 26,218 SF 26,218 127 100.0% 11/8/2005 410,378 97,756 282,426 1.26x 136 124 Units 113,516 26,613 94.1% 8/11/2005 783,546 472,249 274,096 1.20x 137 457 Units 56,825 7,213 87.5% 8/9/2005 506,814 178,034 320,257 1.44x 138 34,842 SF 34,842 92 87.0% 9/6/2005 481,053 175,951 279,844 1.29x 139 69 Units 50,542 45,652 91.3% 10/31/2005 597,827 280,415 300,162 1.35x 140 16,650 SF 16,650 187 100.0% 8/31/2005 391,484 93,852 273,364 1.34x 141 60 Keys 37,748 50,167 73.6% 10/31/2005 1,205,699 830,494 326,977 1.45x 142 60 Keys 42,928 49,850 75.0% 5/31/2005 1,256,408 845,116 361,035 1.64x 143 22 Units 36,300 135,930 100.0% 8/2/2005 370,271 111,126 253,645 1.25x 144 80,850 SF 80,850 37 100.0% 8/23/2005 475,496 96,607 336,555 1.34x 145 328 Units 73,005 8,500 92.7% 6/1/2005 444,767 129,669 304,152 1.64x 146 22,800 SF 22,800 120 84.6% 4/28/2005 380,863 90,461 266,577 1.40x 147 17,370 SF 17,370 154 100.0% 10/12/2004 296,600 34,503 252,543 1.32x 148 368 Units 38,981 6,793 98.4% 7/26/2005 545,109 229,134 310,128 2.43x 149 26,028 SF 26,028 96 94.1% 6/8/2005 428,229 165,266 241,401 1.80x 150 16,570 SF 16,570 149 75.0% 8/9/2005 291,858 53,631 220,966 1.38x 151 396 Units 37,524 6,010 100.0% 9/12/2005 351,491 151,538 194,324 1.22x 152 51 Units 46,947 45,922 94.1% 6/3/2005 381,405 167,424 199,242 1.30x 153 44,868 SF 44,868 52 100.0% 9/15/2005 369,298 102,482 229,823 1.28x 154 15,020 SF 15,020 153 90.7% 8/3/2005 347,966 96,523 236,157 1.54x 155 17,434 SF 17,434 131 100.0% 7/5/2005 377,037 93,385 270,316 1.60x 156 19,200 SF 19,200 107 99.7% 8/1/2005 354,846 114,202 201,668 1.41x 157 21,504 SF 21,504 93 100.0% 8/17/2005 396,088 118,842 257,038 1.76x 158 420 Units 41,937 4,746 90.2% 7/31/2005 467,834 242,939 212,620 1.60x 159 45,490 SF 45,490 43 88.9% 10/21/2005 301,796 117,474 160,140 1.20x 160 13,000 SF 13,000 115 100.0% 7/26/2005 192,174 55,044 132,879 1.32x 161 10,600 SF 10,600 122 88.0% 7/13/2005 204,447 57,127 132,221 1.38x 162 48 Units 40,800 25,719 95.8% 8/4/2005 309,738 178,415 117,451 1.26x 163 14,400 SF 14,400 71 100.0% 8/31/2005 181,681 57,268 111,701 1.40x - ------------------------------------------------------------------------------------------------------------------------------------ 1.73x ==================================================================================================================================== U/W REPLACEMENT U/W RESERVES MOST MOST MOST FULL FULL REPLACEMENT PER UNIT/ RECENT RECENT RECENT YEAR YEAR SEQUENCE RESERVES SF/PAD/KEY STATEMENT TYPE END DATE NOI (XI) END DATE NOI (XI) -------- -------- ----------- -------------- -------- -------- -------- -------- 1 530,258 0.30 Annualized Most Recent 6/30/2005 60,753,112 12/31/2004 59,495,980 2 3,200,000 0.63 Trailing Twelve Months 10/1/2005 149,511,946 12/31/2004 136,397,531 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3 2,052,658 404.62 Trailing Twelve Months 10/31/2005 21,667,672 12/31/2004 19,616,192 4 253,080 333.00 Trailing Twelve Months 7/31/2005 12,855,978 12/31/2004 12,438,098 5 308,408 0.30 Full Year 12/31/2004 12,832,364 12/31/2003 13,004,953 6 78,050 0.25 Trailing Twelve Months 6/30/2005 13,314,996 12/31/2004 13,627,633 7 1,586,000 3,103.72 Trailing Twelve Months 8/31/2005 14,494,668 8 101,815 0.25 9 35,297 0.15 Full Year 12/31/2004 7,987,620 12/31/2003 8,277,280 10 124,620 268.00 Trailing Twelve Months 8/31/2005 5,632,919 12/31/2004 5,357,692 11 96,122 0.30 Full Year 12/31/2004 3,083,730 12/31/2003 4,112,654 12 97,963 0.20 Annualized Most Recent 9/30/2005 4,021,085 12/31/2004 3,719,199 13 116,878 0.20 Annualized Most Recent 9/30/2005 2,688,612 12/31/2004 1,325,538 14 88,124 0.26 Annualized Most Recent 7/31/2005 4,654,160 12/31/2004 3,659,731 15 77,600 200.00 Trailing Twelve Months 9/30/2005 3,165,275 12/31/2004 2,584,618 16 10,710 25.75 Annualized Most Recent 7/31/2005 3,278,139 12/31/2004 3,313,894 17 47,309 0.25 Trailing Twelve Months 5/31/2005 3,108,246 12/31/2004 2,921,375 18 824,322 3,232.63 Trailing Twelve Months 9/30/2005 5,504,207 12/31/2004 4,921,334 19 75,635 0.35 Trailing Twelve Months 6/30/2005 4,906,898 2/1/2004 4,652,010 20 15,713 0.15 21 27,400 200.00 Trailing Twelve Months 7/31/2005 3,218,751 12/31/2004 3,054,135 22 37,566 0.20 Annualized Most Recent 9/30/2005 1,362,146 12/31/2004 1,358,557 23 39,501 0.20 Annualized Most Recent 9/30/2005 1,549,082 12/31/2004 1,315,035 24 18,291 0.20 Annualized Most Recent 9/30/2005 770,422 12/31/2004 774,306 25 5,709 0.20 Annualized Most Recent 9/30/2005 1,858 12/31/2004 66,038 26 25,774 0.15 27 75,630 0.26 Annualized Most Recent 9/30/2005 1,932,676 12/31/2004 2,173,280 28 41,540 0.28 29 102,150 225.00 Annualized Most Recent 8/31/2005 1,764,712 12/31/2004 1,759,480 30 12,505 0.10 31 165,300 300.00 Annualized Most Recent 7/31/2005 1,887,535 12/31/2004 1,877,971 32 49,600 200.00 Trailing Twelve Months 10/31/2005 1,627,757 12/31/2004 1,483,399 33 31,463 0.20 Annualized Most Recent 8/31/2005 1,408,391 12/31/2004 1,948,501 34 39,905 0.18 Annualized Most Recent 8/31/2005 1,743,027 12/31/2004 2,133,152 35 79,500 250.00 Annualized Most Recent 8/31/2005 1,525,523 12/31/2004 511,100 36 44,800 200.00 Trailing Twelve Months 10/31/2005 1,528,274 12/31/2004 1,381,793 37 56,000 200.00 Trailing Twelve Months 4/30/2005 802,859 38 68,880 287.00 Annualized Most Recent 7/31/2005 1,551,216 12/31/2004 1,345,084 39 66,000 250.00 Trailing Twelve Months 8/31/2005 1,363,200 12/31/2004 969,582 40 15,941 245.25 Trailing Twelve Months 8/31/2005 1,418,920 12/31/2004 1,365,215 41 52,675 245.00 Annualized Most Recent 8/31/2005 1,318,522 12/31/2004 1,481,781 42 14,423 0.10 Annualized Most Recent 5/30/2005 781,138 12/31/2004 1,534,626 43 17,683 0.23 Annualized Most Recent 7/31/2005 1,620,963 12/31/2004 1,250,352 44 14,165 15.15 Annualized Most Recent 7/31/2005 1,681,019 1/31/2005 1,498,549 45 18,693 0.10 Full Year 12/31/2004 1,565,977 12/31/2003 1,569,297 46 9,646 0.15 Annualized Most Recent 9/30/2005 1,135,044 12/31/2004 663,834 47 17,093 0.20 Annualized Most Recent 6/30/2005 1,141,976 12/31/2004 950,652 48 15,767 0.20 Annualized Most Recent 6/30/2005 1,449,170 12/31/2004 1,536,708 49 15,180 0.10 Annualized Most Recent 7/31/2005 1,420,229 12/31/2004 1,412,412 50 19,320 0.18 Annualized Most Recent 6/30/2005 1,702,551 12/31/2004 1,247,381 51 70,950 275.00 Annualized Most Recent 7/31/2005 1,020,426 12/31/2004 836,638 52 12,683 0.11 53 23,343 0.20 Annualized Most Recent 7/31/2005 1,319,240 12/31/2004 1,289,085 54 6,231 0.10 55 46,000 250.00 Trailing Twelve Months 8/31/2005 956,893 12/31/2004 909,440 56 31,200 200.00 Annualized Most Recent 7/31/2005 407,865 57 29,976 0.15 Annualized Most Recent 8/31/2005 1,038,055 12/31/2004 754,815 58 23,904 0.15 Trailing Twelve Months 7/31/2005 1,008,413 12/31/2004 1,013,841 59 22,601 0.27 Annualized Most Recent 6/30/2005 976,074 12/31/2004 946,751 60 129,948 273.00 Annualized Most Recent 10/31/2005 664,850 12/31/2004 773,792 61 5,203 0.10 Annualized Most Recent 4/30/2005 629,349 12/31/2004 681,733 62 4,831 0.10 Annualized Most Recent 4/30/2005 -15,963 12/31/2004 -44,259 63 74,000 250.00 Annualized Most Recent 7/31/2005 838,717 12/31/2004 724,132 64.1 64.2 64.3 64 4,656 0.33 Annualized Most Recent 7/31/2005 1,123,490 12/31/2004 1,106,914 65 50,855 0.25 Annualized Most Recent 7/31/2005 1,033,680 12/31/2004 864,693 66 950 0.10 67 18,952 103.00 Full Year 8/24/2004 673,206 8/31/2003 1,208,587 68 125,825 1,572.81 Trailing Twelve Months 7/31/2005 1,273,300 12/31/2004 996,538 69 5,763 8.63 Annualized Most Recent 8/31/2005 418,393 12/31/2004 332,125 70 6,155 10.99 Annualized Most Recent 8/31/2005 348,856 12/31/2004 207,451 71 12,750 0.18 72 10,998 0.21 Annualized Most Recent 5/31/2005 985,922 12/31/2004 661,430 73 18,600 20.00 Annualized Most Recent 9/30/2005 506,208 1/31/2005 462,291 74 6,285 0.10 75 7,980 12.22 Annualized Most Recent 7/31/2005 425,766 12/30/2004 214,959 76 11,238 24.43 Annualized Most Recent 7/31/2005 308,994 77.1 77.2 77 12,751 0.15 Annualized Most Recent 7/31/2005 923,227 2/1/2004 863,776 78 126,943 1,015.54 Trailing Twelve Months 7/31/2005 1,123,130 12/31/2004 1,115,908 79 18,616 0.16 Annualized Most Recent 6/30/2005 796,908 12/31/2004 607,287 80 13,253 0.20 Annualized Most Recent 7/31/2005 763,695 12/31/2004 833,099 81 45,090 270.00 Trailing Twelve Months 4/30/2005 767,276 12/31/2004 730,028 82 105,073 854.25 Trailing Twelve Months 6/30/2005 1,225,358 12/31/2004 1,091,233 83 11,001 16.87 Annualized Most Recent 6/30/2005 630,448 12/31/2004 542,625 84 36,579 267.00 Annualized Most Recent 7/31/2005 531,265 12/31/2004 467,086 85 33,750 250.00 Annualized Most Recent 7/31/2005 542,370 12/31/2004 474,589 86 108,812 989.20 Trailing Twelve Months 6/15/2005 788,980 12/31/2004 792,040 87 11,107 0.20 Annualized Most Recent 5/31/2005 869,573 12/31/2004 811,017 88 4,736 0.20 Full Year 12/31/2004 111,245 12/31/2003 95,368 89 23,092 23.00 Trailing Twelve Months 6/30/2005 917,567 12/31/2004 891,013 90 29,000 250.00 Annualized Most Recent 7/31/2005 526,246 12/31/2004 482,034 91 14,055 0.10 92 41,588 281.00 Annualized Most Recent 6/30/2005 469,816 12/31/2004 131,563 93 13,731 0.15 Annualized Most Recent 6/30/2005 737,850 12/31/2004 433,325 94 17,696 0.25 Annualized Most Recent 7/31/2005 591,751 12/31/2004 472,588 95 9,521 0.10 96 13,619 20.95 Annualized Most Recent 7/31/2005 473,030 12/31/2004 391,549 97 6,447 537.25 98 7,447 0.16 Annualized Most Recent 10/31/2005 511,469 12/31/2004 391,377 99 5,850 9.85 Annualized Most Recent 9/30/2005 549,287 12/31/2004 529,953 100 19,500 50.00 Trailing Twelve Months 9/30/2005 506,459 12/31/2004 515,301 101 86,158 916.57 Trailing Twelve Months 7/31/2005 526,163 12/31/2004 598,229 102 17,000 250.00 Trailing Twelve Months 9/30/2005 453,276 12/31/2004 462,353 103.1 103.2 103 16,611 263.67 104 27,000 250.00 Annualized Most Recent 7/31/2005 305,575 12/31/2004 -88,173 105 9,250 0.22 Annualized Most Recent 8/31/2005 252,260 12/31/2004 571,395 106 7,834 0.15 Annualized Most Recent 4/30/2005 686,532 12/31/2004 727,796 107.1 107.2 107 11,978 0.31 Full Year 12/31/2004 527,800 108 25,596 0.25 Annualized Most Recent 7/31/2005 578,880 12/31/2004 496,032 109 8,509 0.15 Annualized Most Recent 8/31/2005 546,795 12/31/2004 455,833 110 34,100 310.00 Annualized Most Recent 7/31/2005 430,613 12/31/2004 462,053 111 10,020 0.10 112 4,806 0.15 Annualized Most Recent 7/14/2005 514,892 12/31/2004 288,948 113 5,768 0.18 Annualized Most Recent 5/31/2005 500,748 12/31/2004 478,433 114 9,975 0.15 Annualized Most Recent 6/30/2005 140,462 12/31/2004 252,582 115 60,400 302.00 Full Year 12/31/2004 437,174 12/31/2003 497,906 116 8,251 12.54 Annualized Most Recent 7/31/2005 383,929 12/31/2004 340,618 117 3,405 0.12 Annualized Most Recent 9/30/2005 426,997 12/31/2004 496,129 118 52,000 260.00 Annualized Most Recent 8/31/2005 558,991 12/31/2004 478,653 119 73,514 413.00 Annualized Most Recent 9/30/2005 358,055 12/31/2004 176,922 120 21,600 300.00 Annualized Most Recent 7/31/2005 504,727 121 3,123 0.15 Annualized Most Recent 6/30/2005 476,439 12/31/2004 300,437 122 4,770 0.16 Annualized Most Recent 8/31/2005 406,209 12/31/2004 450,063 123 23,500 250.00 Annualized Most Recent 8/31/2005 371,121 12/31/2004 411,721 124 43,643 1.02 Annualized Most Recent 6/30/2005 623,829 12/31/2004 665,909 125 1,458 0.10 126 10,235 0.26 Annualized Most Recent 7/31/2005 602,304 12/31/2004 627,384 127 8,232 0.26 Annualized Most Recent 6/30/2005 443,756 12/31/2004 322,020 128 10,894 19.70 Annualized Most Recent 7/31/2005 284,544 12/31/2004 161,475 129 8,672 16.00 Trailing Twelve Months 6/30/2005 293,833 12/31/2004 259,371 130 7,062 0.25 Annualized Most Recent 6/30/2005 304,202 12/31/2004 207,389 131 2,072 0.15 132 3,796 0.10 Annualized Most Recent 8/31/2005 340,939 133 4,740 0.15 Annualized Most Recent 8/31/2005 370,713 12/31/2004 458,125 134 8,770 15.12 Annualized Most Recent 9/30/2005 337,863 12/31/2004 328,226 135 3,933 0.15 Annualized Most Recent 10/31/2005 325,385 12/31/2004 296,987 136 37,200 300.00 Trailing Twelve Months 7/31/2005 331,847 12/31/2004 272,357 137 8,524 18.65 Annualized Most Recent 7/31/2005 307,543 12/31/2004 142,011 138 5,226 0.15 Annualized Most Recent 6/30/2005 261,552 12/31/2004 249,690 139 17,250 250.00 Annualized Most Recent 9/30/2005 342,653 12/31/2004 154,059 140 2,498 0.15 Annualized Most Recent 9/30/2005 373,900 12/31/2004 262,623 141 48,228 803.80 Full Year 12/31/2004 418,381 12/31/2003 338,340 142 50,256 837.60 Trailing Twelve Months 5/31/2005 526,100 12/31/2004 525,294 143 5,500 250.00 Annualized Most Recent 6/30/2005 256,732 12/31/2004 260,993 144 12,128 0.15 Annualized Most Recent 7/31/2005 429,775 12/31/2004 294,648 145 10,945 33.37 Annualized Most Recent 5/31/2005 335,801 12/31/2004 309,305 146 4,104 0.18 Annualized Most Recent 4/30/2005 257,594 147 1,737 0.10 148 5,847 15.89 Trailing Twelve Months 4/30/2005 317,711 12/31/2004 307,421 149 3,904 0.15 Annualized Most Recent 6/30/2005 260,311 12/31/2004 313,247 150 2,486 0.15 151 5,629 14.21 Annualized Most Recent 6/30/2005 222,510 12/31/2004 188,075 152 14,739 289.00 Annualized Most Recent 6/30/2005 234,361 12/31/2004 165,956 153 6,730 0.15 Annualized Most Recent 8/31/2005 129,307 12/31/2004 177,271 154 1,502 0.10 Annualized Most Recent 7/31/2005 219,038 155 2,615 0.15 156 2,880 0.15 Annualized Most Recent 6/30/2005 236,921 12/31/2004 90,888 157 5,376 0.25 Annualized Most Recent 7/31/2005 291,048 12/31/2004 325,434 158 12,274 29.22 Annualized Most Recent 6/30/2005 217,107 12/31/2004 154,480 159 11,373 0.25 Annualized Most Recent 7/31/2005 248,686 12/31/2004 199,718 160 4,251 0.33 Full Year 12/31/2004 128,747 12/31/2003 143,881 161 1,590 0.15 Annualized Most Recent 7/31/2005 86,613 162 13,872 289.00 Annualized Most Recent 7/31/2005 123,487 12/31/2004 127,758 163 2,160 0.15 - --------------------------------------------------------------------------------------------------------------------------------- ================================================================================================================================= LARGEST LARGEST TENANT LARGEST TENANT % OF TENANT LEASED TOTAL LEASE SEQUENCE LARGEST TENANT SF SF EXPIRATION -------- -------------- -- -- ---------- 1 JP Morgan Chase 1,361,629 77% 3/31/2021 2 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3 4 5 AmeriCredit Financial 238,303 23% 5/31/2011 6 Foot Locker 19,734 6% 1/31/2009 7 8 ODS Health Services 133,579 33% 6/30/2019 9 Clifford Chance US LLP 101,464 43% 7/31/2015 10 11 1-800 Flowers.com 93,265 29% 2/28/2018 12 Home Depot USA, Inc. 109,505 22% 2/29/2016 13 Litton Loan Servicing 155,932 27% 8/31/2012 14 Perkins Restaurants 51,423 15% 5/31/2013 15 16 17 Tenet Healthcare 39,682 21% 10/31/2012 18 19 JC Penney 66,804 31% 4/30/2015 20 Bed Bath and Beyond 45,000 43% 1/31/2021 21 22 HCA 106,573 57% 6/30/2010 23 Columbia Physicians Services 42,943 22% 6/30/2006 24 Sarah Cannon Research 15,411 17% 2/29/2012 25 MedVance 18,369 64% 9/30/2015 26 Kirkpartick & Lockhart 31,467 18% 8/31/2015 27 New World Systems 46,776 16% 6/30/2011 28 WA Attorney General's Office 74,179 50% 11/30/2016 29 30 California Culinary 103,838 83% 11/30/2019 31 32 33 JetBlue Airways 65,112 41% 7/31/2014 34 Stevedoring Services of America 15,378 7% 5/18/2010 35 36 37 38 39 40 41 42 Sirius Solutions 13,399 9% 7/31/2009 43 Ralphs 33,382 43% 6/30/2009 44 45 Chicago Pneumatic 186,926 100% 4/30/2017 46 Realty Executives 21,620 34% 4/30/2009 47 City of New York 15,170 18% 11/19/2010 48 Baptist Health System of East Tennessee 29,403 37% 6/30/2032 49 Super Stop & Shop 71,494 49% 6/30/2012 50 Bayview 45,034 43% 2/28/2018 51 52 Georgia Power 111,911 100% 6/30/2015 53 EPA 77,973 67% 8/5/2007 54 Shaw's Supermarket 62,313 100% 2/28/2022 55 56 57 KMart 86,476 42% 4/1/2012 58 Lowe's Home Centers, Inc. 125,357 79% 2/8/2015 59 Pacific Pioneer Corp 23,226 28% 4/30/2008 60 61 CUCO, LLC 3,926 8% 7/31/2007 62 Jump 'N Play 5,712 12% 10/14/2010 63 64.1 Wawa Store 4,750 100% 12/31/2021 64.2 Wawa Store 4,750 100% 12/31/2021 64.3 Wawa Store 4,750 100% 12/31/2021 64 65 Big Lots 25,920 13% 1/31/2007 66 Lenscrafters 5,000 53% 11/1/2020 67 68 69 70 71 Publix 44,840 65% 3/2/2024 72 The Bank of New York 18,797 35% 8/14/2010 73 74 Barnes & Noble 24,960 40% 4/1/2015 75 76 77.1 Hospitality et al 17,973 34% 4/30/2007 77.2 DPSs Auditing-San Bernardion Co. 32,208 100% 6/30/2010 77 78 79 AFL Automotive , LP 48,177 42% 12/31/2008 80 Seattle Parks 24,153 36% 11/22/2009 81 82 83 84 85 86 87 KGDO Holdings 12,894 23% 4/30/2006 88 Macaroni Grill (Brinker Restaurant) 7,400 31% 8/31/2015 89 90 91 NVR 140,549 100% 4/19/2025 92 93 A&P Fresh Market 38,000 42% 10/31/2010 94 American Attorney Center 3,992 6% 9/30/2009 95 Kmart Corporation 95,213 100% 12/31/2017 96 97 98 BT Homes, Inc 8,710 19% 10/31/2006 99 100 101 102 103.1 103.2 Purity Restaurant 1,100 7% 2/28/2014 103 104 105 Super CVS 15,275 36% 1/31/2026 106 AAA Northern New England 37,464 72% 8/1/2012 107.1 Jade Abaucus(Jasmine Restaurant) 3,260 22% 12/31/2012 107.2 Schreiber & Assoc. PC 18,000 75% 8/31/2007 107 108 Elrod's Cost Plus 41,719 41% 9/27/2010 109 Mitre Corp 23,100 41% 7/17/2010 110 111 ArvinMeritor, Inc. 100,126 100% 3/31/2011 112 Big 5 Sporting Goods 11,000 34% 1/1/2012 113 Windermere Real Estate/American Realty, Inc. 6,917 22% 10/31/2007 114 Rite-Aid 14,902 22% 3/31/2025 115 116 117 American Red Cross 4,370 15% 9/30/2006 118 119 120 121 Mission Hospital Regional Medical Center 10,560 51% 4/30/2014 122 Texas Builders Insurance Company 8,373 28% 10/31/2017 123 124 Save-a-lot Grocery (Savers Labelle, Inc.) 13,956 32% 6/30/2010 125 Walgreen Co. 14,580 100% 4/30/2080 126 TJ Maxx 35,000 88% 8/31/2010 127 National Properties, LLC 6,720 21% 6/30/2008 128 129 130 Tepper 2,993 11% 4/30/2009 131 CVS 13,813 100% 5/21/2025 132 FedEx Ground Package System, Inc. 37,962 100% 9/30/2014 133 EL, LLC No. 4 dba The Italian Oven Restaurant 4,800 15% 10/31/2011 134 135 Payless Shoes Source 3,557 14% 6/30/2009 136 137 138 Buns Master Bakery 5,788 17% 12/31/2007 139 140 Rebound Physical Therapy 2,400 14% 3/31/2006 141 142 143 144 Vintage Industries 25,000 31% 5/31/2007 145 146 Titus Sports Academy, LLC 10,000 44% 12/31/2009 147 Rite Aid 17,370 100% 9/30/2025 148 149 Gotrocks Raw Bar & Grill 3,140 12% 7/31/2026 150 Silver State Mortgage 4,355 26% 10/31/2009 151 152 153 Family Dollar of Indiana - Family Dollar Stores 8,780 20% 12/31/2012 154 BUY RITE, INC. dba Crown Liquors 4,760 32% 5/31/2015 155 Express Personnel 8,743 50% 11/30/2012 156 Integ. Pediatric Therapy 8,308 43% 1/31/2010 157 Walgreen Co. 14,504 67% 5/31/2031 158 159 Big Lots 23,300 51% 1/31/2008 160 Joe's Main Street Pizza 1,250 10% 12/31/2008 161 Nancy Z. Halsema, PC 3,560 34% 12/31/2014 162 163 Cato 4,160 29% 1/31/2011 - ---------------------------------------------------------------------------------------------------------------------------- ============================================================================================================================ SECOND SECOND SECOND LARGEST LARGEST LARGEST TENANT TENANT TENANT LEASED % OF LEASE SEQUENCE SECOND LARGEST TENANT SF TOTAL SF EXPIRATION -------- --------------------- -- -------- ---------- 1 Sumitomo Mitsui Banking Corporation 211,825 12% 8/31/2010 2 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3 4 5 Burlington Resources 198,539 19% 6/30/2013 6 Old Navy 16,000 5% 7/31/2010 7 8 Lane Powell Spears 47,225 12% 10/7/2009 9 Ross, Dixon & Bell 49,120 21% 12/31/2010 10 11 Rosicki, Rosicki & Assoc 18,525 6% 4/30/2006 12 Fry's Food 84,324 17% 12/3/2021 13 Universal Ensco, Inc. 72,870 13% 4/30/2015 14 Butler, Snow, O'Mara 34,600 10% 12/31/2008 15 16 17 La Agencia De Orci & Associados, Inc. 24,294 13% 1/31/2010 18 19 K-MOMO 7,829 4% 12/31/2009 20 TJ Maxx 34,783 33% 10/31/2019 21 22 Neurological Surgeons 22,664 12% 5/31/2007 23 Premier Orthopaedics & Sports 17,209 9% 8/31/2011 24 TN Oncology 12,908 14% 11/30/2006 25 26 PA Dept of Banking 30,617 18% 9/30/2015 27 NovaStar Mortgage 34,775 12% 5/31/2012 28 WA Attorney General's Office II 56,893 38% 11/30/2016 29 30 Starbucks 1,567 1% 9/30/2013 31 32 33 Navitaire 37,835 24% 3/31/2008 34 Evergreen America Corp 14,350 6% 11/30/2008 35 36 37 38 39 40 41 42 Ballard Law Firm 9,122 6% 1/31/2008 43 Longs Drugs 14,000 18% 2/28/2022 44 45 46 Pardee Homes 17,594 27% 4/30/2014 47 Brooklyn Psychiatric 12,722 15% 7/31/2012 48 Women's Care Group, PC 7,102 9% 6/30/2008 49 TJ Maxx 25,068 17% 4/30/2010 50 GECC 22,479 22% 9/30/2007 51 52 53 Eastridge Personnel 15,805 14% 4/30/2007 54 55 56 57 Publix 55,000 27% 4/1/2007 58 Fashion Bug 8,400 5% 1/31/2008 59 US Genral Service Admin. 22,999 27% 7/17/2009 60 61 Cross of Christ Church 3,733 7% 5/23/2007 62 Four Square Church 5,258 11% 3/21/2010 63 64.1 64.2 64.3 64 65 Sack N' Save 25,710 13% 12/31/2009 66 Bank of America 4,500 47% 9/4/2020 67 68 69 70 71 Dollar Perk$ 3,010 4% 4/9/2010 72 Allen School, Inc. 11,699 22% 1/31/2014 73 74 Michaels Stores 23,342 37% 2/28/2014 75 76 77.1 LLU/Loma Linda et al 10,861 21% 6/30/2009 77.2 77 78 79 San Antonio Medical Clinic 9,765 9% 12/14/2007 80 Passage Events 23,908 36% 10/30/2008 81 82 83 84 85 86 87 Summit Insurance Services 5,270 9% 12/31/2006 88 Ohana's Hawaiian Grill 4,436 19% 8/31/2015 89 90 91 92 93 Family Dollar 6,800 7% 12/31/2009 94 Wackenhut 3,492 5% 3/31/2010 95 96 97 98 SF Furniture Co 8,035 17% 11/30/2020 99 100 101 102 103.1 103.2 103 104 105 Kebab Grill 3,330 8% 3/31/2016 106 GPCOG 6,082 12% 8/1/2012 107.1 Dunkin Donuts 1,850 13% 3/31/2007 107.2 Yangs 6,000 25% 12/31/2005 107 108 Family Dollar 10,125 10% 12/31/2008 109 GSA (IRS) 17,404 31% 9/22/2012 110 111 112 Centinela Feed, Inc. 9,600 30% 1/1/2015 113 Gig Harbour Ortho Surgeons 4,923 15% 12/31/2007 114 Dollar's Worth 12,000 18% 4/1/2007 115 116 117 Karen Hosseinzadeh (Beauty Supply Warehouse) 3,695 13% 4/15/2010 118 119 120 121 E. John Moreno D.M.D., Inc. 2,503 12% 7/31/2014 122 Frank Siddons 5,927 20% 10/31/2017 123 124 Dollar General (DolgenCorp, Inc.) 7,000 16% 8/31/2008 125 126 Recreation Showroom 4,620 12% 11/30/2007 127 Nevada CompFirst, Inc. (Suite A120) 5,130 16% 5/31/2009 128 129 130 Nevada Aneshesia Consultant (B203 - 204) 2,301 8% 4/30/2007 131 132 133 PTC Beef's LLC 3,200 10% 2/28/2009 134 135 Tropical Expressions 3,200 12% 11/30/2008 136 137 138 Celt Investments, Inc. (Oh Gallagher's Pub) 4,700 13% 10/31/2009 139 140 Taco Bell 2,121 13% 11/30/2017 141 142 143 144 Marbon Products 19,500 24% 1/31/2010 145 146 Countrywide Home Loans 5,500 24% 8/31/2009 147 148 149 Atlantic Tile 2,854 11% 3/1/2007 150 Dermologica, Inc. 4,300 26% 6/30/2011 151 152 153 Faith Apostolic Temple Christian Center, Inc. 3,900 9% 6/30/2009 154 Subway Real Estate Corp. 1,600 11% 12/31/2013 155 Umpqua Bank 5,071 29% 5/31/2015 156 Southwest Allergy 5,320 28% 4/14/2010 157 Jocelyn Acevedo (Curves for Women) 3,000 14% 1/31/2008 158 159 Hancock Fabrics 13,000 29% 2/28/2008 160 Katana Salon & Spa 1,250 10% 8/30/2010 161 Kelly L. Gelarden, Larry Koval and Harvey O. Markley, MDs 3,166 30% 1/31/2010 162 163 USAF, Inc. (Image for Men and the Source) 2,706 19% 6/30/2010 - -------------------------------------------------------------------------------------------------------------------------- ========================================================================================================================== THIRD THIRD THIRD LARGEST LARGEST LARGEST TENANT TENANT TENANT LEASED % OF LEASE % OF SEQUENCE THIRD LARGEST TENANT SF TOTAL SF EXPIRATION POOL - -------- -------------------- -- -------- ---------- ---- 1 ContiGroup 46,110 3% 2/28/2015 9.5% 2 5.5% 3.1 0.2% 3.2 0.2% 3.3 0.2% 3.4 0.2% 3.5 0.2% 3.6 0.2% 3.7 0.1% 3.8 0.1% 3.9 0.1% 3.10 0.1% 3.11 0.1% 3.12 0.1% 3.13 0.1% 3.14 0.1% 3.15 0.1% 3.16 0.1% 3.17 0.1% 3.18 0.1% 3.19 0.1% 3.20 0.1% 3.21 0.1% 3.22 0.1% 3.23 0.1% 3.24 0.1% 3.25 0.1% 3.26 0.1% 3.27 0.1% 3.28 0.1% 3.29 0.1% 3.30 0.1% 3.31 0.1% 3.32 0.1% 3.33 0.1% 3.34 0.1% 3.35 0.1% 3.36 0.1% 3.37 0.1% 3.38 0.1% 3.39 0.1% 3.40 0.1% 3 4.6% 4 4.4% 5 HUD 102,418 10% 9/30/2013 4.2% 6 Gap/Gap Kids/Baby Gap 14,338 5% 5/31/2009 4.0% 7 3.8% 8 GSA 41,403 10% 7/14/2009 2.9% 9 Corporate Executive Board, Inc. 41,768 18% 7/31/2008 2.4% 10 2.1% 11 Tri Rehabilitation Institute 13,984 4% 2/14/2008 1.9% 12 Big Lots 36,865 8% 1/31/2015 1.7% 13 HHS Texas Management 49,164 9% 7/31/2012 1.7% 14 Stanford Financial 27,075 8% 4/30/2009 1.6% 15 1.6% 16 1.5% 17 Jamison Properties Executive 17,524 9% 8/31/2015 1.5% 18 1.4% 19 Charlotte Russe 7,545 3% 12/31/2012 1.3% 20 Petco 15,969 15% 1/31/2015 1.2% 21 1.0% 22 Arthritis Specialists 14,602 8% 3/31/2008 0.4% 23 Sterling Primary Care 11,336 6% 12/31/2008 0.4% 24 HCA Atrium Plastic Surgery 12,665 14% 6/30/2010 0.2% 25 0.0% 1.0% 26 Klett Rooney Lieber & Schorling 17,666 10% 10/31/2015 1.0% 27 Integrated Design 15,168 5% 3/31/2010 0.9% 28 0.9% 29 0.9% 30 0.8% 31 0.8% 32 0.8% 33 Master Control 20,249 13% 8/31/2017 0.8% 34 Control 4 -Sublease (space subleased from Micro Linear - Landlord consent) 13,841 6% 9/30/2006 0.7% 35 0.7% 36 0.7% 37 0.7% 38 0.6% 39 0.6% 40 0.6% 41 0.6% 42 Merrill Lynch 8,820 6% 6/30/2009 0.6% 43 Niko Niko Sushi 4,000 5% 1/31/2018 0.6% 44 0.6% 45 0.6% 46 Hacker Braly 5,368 8% 10/31/2009 0.5% 47 Premier Home Health 4,979 6% 8/31/2010 0.5% 48 Hovis Orthopaedic Clinic 5,557 7% 5/31/2009 0.5% 49 Liquors 44 13,117 9% 12/31/2010 0.5% 50 Alfred Angelo, Inc. 13,975 13% 7/31/2010 0.5% 51 0.5% 52 0.5% 53 State of Nevada 10,561 9% 6/30/2007 0.5% 54 0.5% 55 0.4% 56 0.4% 57 Beall's 34,665 17% 4/1/2011 0.4% 58 K.B. Associates "Mattress Warehouse" 4,200 3% 7/31/2010 0.4% 59 Valley View Medical Clinic 5,235 6% 12/31/2006 0.4% 60 0.4% 61 Dynamic Dance Academy 3,630 7% 11/9/2012 0.2% 62 Vineyard Church 3,403 7% 6/30/2010 0.1% 0.4% 63 0.4% 64.1 0.1% 64.2 0.1% 64.3 0.1% 64 0.4% 65 Burke's Outlet Store 14,000 7% 4/30/2012 0.4% 66 0.4% 67 0.4% 68 0.3% 69 0.2% 70 0.2% 0.3% 71 Shanes Rib Shack 3,000 4% 3/31/2010 0.3% 72 Tantleff, Cohen & Tantleff 4,512 8% 5/31/2009 0.3% 73 0.3% 74 Pier 1 Imports 9,000 14% 3/31/2015 0.3% 75 0.2% 76 0.1% 0.3% 77.1 Glen Helen 4,156 8% 5/31/2008 0.2% 77.2 0.1% 77 0.3% 78 0.3% 79 Unitech Consulting Engineers 8,180 7% 12/31/2005 0.3% 80 McFarland, Richard & Graf 4,172 6% 1/31/2007 0.3% 81 0.3% 82 0.3% 83 0.3% 84 0.2% 85 0.2% 86 0.2% 87 F/F/E Associates 5,156 9% 2/15/2006 0.2% 88 Dono Sushi 2,836 12% 8/14/2015 0.2% 89 0.2% 90 0.2% 91 0.2% 92 0.2% 93 Charter One Bank 3,430 4% 10/31/2010 0.2% 94 Meissner & Joseph 3,475 5% 5/1/2007 0.2% 95 0.2% 96 0.2% 97 0.2% 98 Tierra Concepts 3,564 8% 11/30/2020 0.2% 99 0.2% 100 0.2% 101 0.2% 102 0.2% 103.1 0.1% 103.2 0.1% 103 0.2% 104 0.2% 105 Sherwood Asian Resturant 2,750 7% 8/31/2012 0.2% 106 Portland Foot and Ankle 4,355 8% 8/1/2012 0.2% 107.1 Silver Cleaners 1,669 11% 6/30/2014 0.1% 107.2 0.1% 107 0.2% 108 Autozone 8,400 8% 11/30/2008 0.2% 109 Policy Studies, Inc. 8,960 16% 2/28/2009 0.2% 110 0.2% 111 0.2% 112 Sherwin Williams 4,240 13% 9/1/2013 0.2% 113 Salomon Smith Barney 4,031 13% 3/31/2007 0.2% 114 Super China Buffet 7,140 11% 5/31/2015 0.2% 115 0.2% 116 0.2% 117 Planned Parenthood 3,193 11% 8/31/2010 0.2% 118 0.2% 119 0.2% 120 0.1% 121 Body Awareness - Physical Therapy, Inc. 2,503 12% 3/31/2014 0.1% 122 Lower Colorado River Authority 5,634 19% 6/30/2008 0.1% 123 0.1% 124 Century 21 (Birchwood Realty Inc) 3,000 7% 11/30/2006 0.1% 125 0.1% 126 0.1% 127 Perfect Marketing Concepts LLC (Suite A202) 3,347 11% 12/31/2005 0.1% 128 0.1% 129 0.1% 130 Fisher Appraisal Services Inc. (B101 and 102) 2,262 8% 4/30/2006 0.1% 131 0.1% 132 0.1% 133 Crescent Paint & Decorating 2,400 8% 3/31/2007 0.1% 134 0.1% 135 Rainbow Women's Retail 3,200 12% 7/31/2008 0.1% 136 0.1% 137 0.1% 138 Casa Mia at Lakewood 2,625 8% 7/31/2008 0.1% 139 0.1% 140 Las Cazuelas 1,838 11% 6/30/2008 0.1% 141 0.1% 142 0.1% 143 0.1% 144 East Coast Fire Protection 13,500 17% 9/30/2014 0.1% 145 0.1% 146 Eleni's Coffee & Tea 3,800 17% 12/31/2009 0.1% 147 0.1% 148 0.1% 149 Brazilian Spices 2,178 8% 5/30/2010 0.1% 150 Crowley & Ramos 2,180 13% 12/10/2009 0.1% 151 0.1% 152 0.1% 153 Dan Ruiz - Mexican Grocery 3,000 7% 1/31/2010 0.1% 154 Pink, Inc. 1,600 11% 9/30/2009 0.1% 155 Coldwell Banker / Garner 1,076 6% 9/30/2007 0.1% 156 Dennis VanPatter 2,139 11% 9/14/2007 0.1% 157 Mario Morales Ruelas/Daniel H. Frye (Del Valle Produce Market) 2,822 13% 6/30/2008 0.1% 158 0.1% 159 Dancer's Choice 1,390 3% 11/30/2008 0.1% 160 Winchester Podiatry 1,250 10% 6/30/2014 0.1% 161 David L. Judy, DDS, MS , PC 2,600 25% 9/30/2012 0.0% 162 0.0% 163 Cartridge World (God Speed Enterprises), LLC 1,784 12% 4/6/2009 0.0% - ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== (i) Administrative Fee Rate includes the Sub-Servicing Fee Rate. (ii) For Mortgage Loans which accrue interest on the basis of actual days elapsed each calendar month and a 360-day year, the amortization term is the term over which the Mortgage Loans would amortize if interest accrued and was paid on the basis of a 360-day year consisting of twelve 30-day months. The actual amortization would be longer. (iii) Each of the Mortgaged Properties related to Loan No. 59414 has a value based on either the year opened or year built, depending on the related child development centers. (iv) The Mortgaged Properties related to Loan No. 59414 were not reviewed for year renovated. (v) For the Mortgaged Properties related to Loan No. 59414, occupancy is based on a utilization rate. (vi) For the Mortgaged Properties related to Loan No. 59414, occupancy date is based on a trailing twelve month utilization rate. (vii) A sampling of 25% of the Mortgaged Properties was reviewed for Loan No. (59414.) (viii) The related appraiser performed appraisals on 393 of the 713 properties in the related Mortgage Loan portfolio for Loan No. 59414 from which the appraiser extrapolated a value based on a formula for the remainder of the properties. (ix) Loan No. 59314 is secured by 713 properties which are broken out separately on Annex A-1a. (x) The borrower for Loan No. 59314 receives an annual payment of $90,800,000 (via the "Master Lease"). (xi) For Mortgage Loan No. 59314 the Most Recent NOI and Full Year NOI represent the EBITDAs of the underlying properties.
ANNEX A1 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS The schedule and tables appearing in this Annex A1 set forth certain information with respect to the Mortgage Loans and Mortgaged Properties. Unless otherwise indicated, such information is presented as of the Cut-off Date. The statistics in such schedule and tables were derived, in many cases, from information and operating statements furnished by or on behalf of the respective borrowers. Such information and operating statements were generally unaudited and have not been independently verified by the Depositor or any Underwriter, or any of their respective affiliates or any other person. All numerical and statistical information presented in this prospectus supplement is calculated as described under "Glossary of Principal Definitions" in this prospectus supplement. For purposes of the accompanying prospectus supplement, including the schedule and tables in this Annex A1, the indicated terms shall have the meanings assigned in the "Glossary of Principal Defined Terms" to this prospectus supplement and the schedules and tables in this Annex A1 will be qualified by such definitions. All numerical information provided in this prospectus supplement, including the schedules and tables in this Annex A1, with respect to the Mortgage Loans is provided on an approximate basis. All numerical and statistical information presented herein is calculated as described under "Glossary of Principal Definitions" in this prospectus supplement. The principal balance of each Mortgage Loan as of the Cut-off Date assumes the timely receipt of all principal scheduled to be paid on or before the Cut-off Date and assumes no defaults, delinquencies or prepayments on any Mortgage Loan on or before the Cut-off Date. All weighted average information provided in this prospectus supplement, unless otherwise stated, reflects weighting by related Cut-off Date Balance. All percentages of the Mortgage Pool, or of any specified sub-group thereof, referred to herein without further description are approximate percentages of the Initial Pool Balance. The sum of the numerical data in any column of any table presented in this prospectus supplement, including the schedules and tables in this Annex A1, may not equal the indicated total due to rounding. When information presented in this prospectus supplement, including the schedules and tables in this Annex A1 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 Appraisal Value, the relative Underwritten Cash Flow or prior allocations reflected in the related Mortgage Loan documents as set forth in this Annex A1. A1-1 PREPAYMENT LOCK-OUT/PREPAYMENT ANALYSIS BASED ON OUTSTANDING PRINCIPAL BALANCE(1)(2) OF ALL MORTGAGE LOANS DEC-05 DEC-06 DEC-07 DEC-08 DEC-09 DEC-10 DEC-11 ------------- ------------- ------------- ------------- ------------- ------------- ------------- Lockout/ Defeasance(3) ...... 95.41% 94.47% 87.95% 91.17% 89.34% 88.72% 88.74% Yield Maintenance(4) ..... 4.59 5.53 12.05 8.83 10.66 11.28 11.26 Open ................ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total ............... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% -------- -------- -------- -------- -------- -------- -------- Total Balance(5) (in millions) ...... 2,742.15 2,727.18 2,710.37 2,689.89 2,664.99 2,416.42 2,381.70 -------- -------- -------- -------- -------- -------- -------- Percent of Mortgage Pool Balance(6) ......... 100.00% 99.45% 98.84% 98.09% 97.19% 88.12% 86.86% -------- -------- -------- -------- -------- -------- -------- DEC-12 DEC-13 DEC-14 DEC-15 DEC-16 DEC-17 DEC-18 DEC-19 ------------- ------------- ------------- ----------- ------------ ------------ ------------ ------------ Lockout/ Defeasance(3) ...... 88.63% 88.54% 84.94% 25.31% 100.00% 100.00% 100.00% 100.00% Yield Maintenance(4) ..... 11.20 11.29 10.34 0.00 0.00 0.00 0.00 0.00 Open ................ 0.17 0.17 4.71 74.69 0.00 0.00 0.00 0.00 Total ............... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% -------- -------- -------- ------ ------ ------ ------ ------ Total Balance(5) (in millions) ...... 2,317.97 2,257.42 2,191.04 102.37 25.08 24.19 23.26 4.31 -------- -------- -------- ------ ------ ------ ------ ------ Percent of Mortgage Pool Balance(6) ......... 84.53% 82.32% 79.90% 3.73% 0.91% 0.88% 0.85% 0.16% -------- -------- -------- ------ ------ ------ ------ ------ - ------- (1) Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans (except that an ARD Loan will be repaid on its Anticipated Repayment Date), if any. (2) Numbers may not total to 100% due to rounding. (3) As of the Cut-off Date 138 Mortgage Loans representing 84.6% of the Initial Pool Balance are subject to an initial lockout period after which defeasance is permitted. (4) As of the Cut-off Date, (a) one Mortgage Loan, representing 4.6% of the Initial Pool Balance is not subject to an initial lockout period but permits prepayment subject to the greater of a yield maintenance charge or a 1% prepayment premium for an initial period of time after which defeasance is permitted (for modeling purposes and in this table, it was assumed that such Mortgage Loan was instead prepayable with yield maintenance during the permitted defeasance period); (b) one Mortgage Loan, representing 0.5% of the Initial Pool Balance, is subject to an initial lockout period after which prepayment subject to the greater of a yield maintenance charge or a 1% prepayment premium is permitted for a period of time after which the choice of defeasance or yield maintenance is permitted; (c) one Mortgage Loan, representing 0.1% of the Initial Pool Balance is subject to an initial lockout period after which defeasance is permitted for a period of time after which the choice of yield maintenance or defeasance is permitted; and (d) 22 Mortgage Loans, representing 10.2% of the Initial Pool Balance, are subject to an initial lockout period after which prepayment subject to the greater of a yield maintenance charge or a 1% prepayment premium is permitted. For modeling purposes and in this table, any Mortgage Loan that permits either prepayment with yield maintenance or defeasance during any period was assumed to be only prepayable with yield maintenance during such period. (5) Assumes Cut-off Date Balance for initial balance and no prepayments thereafter. (6) As of the Cut-off Date. A1-2 MORTGAGE POOL PROPERTY TYPE(1) % OF WEIGHTED NUMBER OF AGGREGATE INITIAL AVERAGE MORTGAGED CUT-OFF DATE POOL UNDERWRITTEN PROPERTY TYPE PROPERTIES BALANCE BALANCE DSCR - -------------------------- ------------ ----------------- --------- -------------- Office ................... 44 $1,057,956,875 38.6% 1.72x Multifamily .............. 41 599,694,653 21.9 1.49x Retail ................... 41 427,944,722 15.6 1.58x Anchored ................ 23 362,164,980 13.2 1.60x Unanchored .............. 14 50,467,757 1.8 1.51x Shadow Anchored ......... 4 15,311,986 0.6 1.39x Hotel .................... 49 312,031,131 11.4 1.92x Other .................... 713 150,000,000 5.5 3.27x Self Storage ............. 19 93,865,850 3.4 1.43x Manufactured Housing ..... 2 46,250,000 1.7 1.26x Industrial ............... 7 42,407,182 1.5 1.30x Mixed Use ................ 3 11,996,845 0.4 1.27x --- -------------- ----- TOTAL/WTD AVG ............ 919 $2,742,147,258 100.0% 1.73X === ============== ===== WEIGHTED WEIGHTED MIN/MAX AVERAGE MIN/MAX AVERAGE UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE MORTGAGE PROPERTY TYPE DSCR LTV RATIO LTV RATIO RATE - -------------------------- ---------------------- -------------- ---------------- ----------- Office ................... 1.20x/2.64x 63.2% 41.7%/80.0% 5.178% Multifamily .............. 1.12x/2.04x 65.8% 39.7%/79.9% 5.160% Retail ................... 1.16x/2.46x 65.0% 40.0%/80.0% 5.200% Anchored ................ 1.16x/2.46x 65.1% 40.0%/80.0% 5.166% Unanchored .............. 1.20x/2.07x 65.5% 47.5%/79.9% 5.385% Shadow Anchored ......... 1.26x/1.58x 59.3% 45.8%/80.0% 5.396% Hotel .................... 1.41x/2.16x 61.7% 59.1%/74.1% 5.543% Other .................... 3.27x/3.27x 40.9% 40.9%/40.9% 5.123% Self Storage ............. 1.20x/2.43x 70.1% 45.8%/79.9% 5.377% Manufactured Housing ..... 1.25x/1.27x 78.4% 77.8%/78.5% 5.167% Industrial ............... 1.21x/1.44x 72.0% 64.5%/79.6% 5.428% Mixed Use ................ 1.26x/1.32x 61.9% 61.0%/68.0% 5.351% TOTAL/WTD AVG ............ 1.12X/3.27X 63.3% 39.7%/80.0% 5.227% - ---------- (1) Because this table represents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts (generally allocating the Mortgage Loan principal amount to each of those Mortgaged Properties by appraised values of the Mortgaged Properties if not otherwise specified in the related Mortgage Note or Mortgage Loan documents). Those amounts are set forth in this Annex A1. MORTGAGE POOL CUT-OFF DATE BALANCES % OF WEIGHTED WEIGHTED WEIGHTED RANGE OF NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE CUT-OFF DATE MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE BALANCES LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ------------------------------------- ----------- ----------------- --------- -------------- -------------- ----------- $ 1,015,277 -- $ 1,999,999......... 7 $ 10,023,314 0.4% 1.38x 66.9% 5.533% $ 2,000,000 -- $ 2,999,999......... 16 40,295,515 1.5 1.52x 64.6% 5.425% $ 3,000,000 -- $ 3,999,999......... 20 70,666,673 2.6 1.36x 68.1% 5.375% $ 4,000,000 -- $ 4,999,999......... 21 92,639,599 3.4 1.32x 69.6% 5.337% $ 5,000,000 -- $ 7,499,999......... 27 159,639,032 5.8 1.42x 68.9% 5.444% $ 7,500,000 -- $ 9,999,999......... 13 114,470,342 4.2 1.46x 69.1% 5.402% $ 10,000,000 -- $ 14,999,999......... 18 222,594,921 8.1 1.28x 72.1% 5.366% $ 15,000,000 -- $ 19,999,999......... 12 209,229,096 7.6 1.35x 70.7% 5.268% $ 20,000,000 -- $ 29,999,999......... 9 213,516,767 7.8 1.35x 68.2% 5.398% $ 30,000,000 -- $ 49,999,999......... 9 368,511,900 13.4 1.41x 68.3% 5.271% $ 50,000,000 -- $ 99,999,999......... 4 255,501,405 9.3 1.62x 63.7% 5.358% $100,000,000 -- $260,000,000......... 7 984,758,693 35.9 2.31x 54.0% 5.012% -- -------------- ----- TOTAL/WTD AVG ....................... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== A1-3 MORTGAGE POOL GEOGRAPHIC DISTRIBUTION(1) % OF WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE MORTGAGED CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE MORTGAGED PROPERTY LOCATION PROPERTIES BALANCE BALANCE DSCR LTV RATIO RATE - -------------------------------- ------------ ----------------- --------- -------------- -------------- ----------- California ..................... 91 $ 555,850,115 20.3% 1.77x 62.7% 5.219% New York ....................... 17 441,870,496 16.1 2.14x 52.2% 4.915% Texas .......................... 91 312,424,982 11.4 1.51x 72.8% 5.190% New Jersey ..................... 26 126,932,424 4.6 1.83x 59.5% 4.917% Nevada ......................... 15 107,531,152 3.9 1.28x 69.6% 5.318% Arizona ........................ 24 107,287,544 3.9 1.81x 63.7% 5.255% Florida ........................ 64 104,145,221 3.8 1.57x 61.0% 5.317% Tennessee ...................... 26 99,800,257 3.6 1.44x 67.6% 5.372% Oregon ......................... 15 93,614,569 3.4 1.59x 66.8% 5.566% Pennsylvania ................... 40 69,977,274 2.6 1.51x 74.0% 5.274% District of Columbia ........... 1 67,000,000 2.4 1.78x 46.2% 5.380% Washington ..................... 42 61,973,772 2.3 1.45x 72.5% 5.424% Massachusetts .................. 28 59,149,625 2.2 1.55x 70.0% 5.208% Michigan ....................... 20 58,878,516 2.1 1.41x 69.2% 5.646% Utah ........................... 10 51,128,960 1.9 1.73x 65.2% 5.274% Minnesota ...................... 27 48,937,490 1.8 1.76x 61.6% 5.720% Georgia ........................ 17 47,601,387 1.7 1.42x 67.1% 5.422% North Carolina ................. 23 38,312,152 1.4 1.50x 68.3% 5.159% Colorado ....................... 22 36,871,977 1.3 1.51x 70.5% 5.121% South Carolina ................. 4 26,824,850 1.0 1.50x 64.0% 5.431% Alabama ........................ 10 25,734,260 0.9 1.68x 74.7% 5.218% Ohio ........................... 41 24,411,570 0.9 1.94x 64.3% 5.367% Illinois ....................... 70 23,708,619 0.9 2.71x 49.2% 5.239% Virginia ....................... 55 22,283,343 0.8 2.53x 50.6% 5.238% Kansas ......................... 9 20,739,135 0.8 1.40x 75.5% 5.520% Vermont ........................ 2 15,836,220 0.6 1.19x 78.2% 5.742% Louisiana ...................... 7 13,194,523 0.5 1.65x 69.5% 5.652% Connecticut .................... 12 13,082,492 0.5 1.68x 59.5% 5.505% Indiana ........................ 14 12,132,260 0.4 1.97x 59.2% 5.427% New Mexico ..................... 5 9,313,775 0.3 1.67x 67.8% 5.528% Delaware ....................... 7 8,920,829 0.3 1.59x 53.0% 5.418% Maryland ....................... 18 6,633,660 0.2 2.32x 53.7% 5.493% Iowa ........................... 5 5,983,075 0.2 1.50x 73.3% 5.682% Maine .......................... 1 4,977,204 0.2 1.44x 67.3% 5.305% Wisconsin ...................... 24 4,558,858 0.2 3.27x 40.9% 5.123% Rhode Island ................... 1 4,000,000 0.1 1.32x 58.8% 5.664% Oklahoma ....................... 11 3,422,719 0.1 2.72x 43.4% 5.415% Kentucky ....................... 4 3,370,544 0.1 2.12x 57.0% 5.311% Missouri ....................... 13 2,226,675 0.1 3.27x 40.9% 5.123% New Hampshire .................. 3 1,005,732 0.0 3.27x 40.9% 5.123% Nebraska ....................... 2 346,665 0.0 3.27x 40.9% 5.123% Mississippi .................... 2 152,337 0.0 3.27x 40.9% 5.123% -- -------------- ----- TOTAL/WTD AVG .................. 919 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== - ---------- (1) Because this table represents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts (generally allocating the Mortgage Loan principal amount to each of those Mortgaged Properties by appraised values of the Mortgaged Properties if not otherwise specified in the related Mortgage Note or Mortgage Loan documents). Those amounts are set forth in Annex A1. [X] The Mortgaged Properties are located throughout 41 states and the District of Columbia. A1-4 MORTGAGE POOL UNDERWRITTEN DEBT SERVICE COVERAGE RATIO % OF WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE RANGE OF MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE UNDERWRITTEN DSCR(S) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ------------------------ ----------- ----------------- --------- -------------- -------------- ----------- 1.12x -- 1.19x ......... 8 $ 141,716,727 5.2% 1.18x 68.1% 5.373% 1.20x -- 1.24x ......... 46 532,033,058 19.4 1.21x 73.9% 5.377% 1.25x -- 1.29x ......... 29 270,860,115 9.9 1.27x 72.8% 5.333% 1.30x -- 1.34x ......... 16 133,746,747 4.9 1.33x 70.4% 5.364% 1.35x -- 1.39x ......... 5 58,715,054 2.1 1.38x 70.4% 5.109% 1.40x -- 1.49x ......... 20 125,268,154 4.6 1.45x 65.7% 5.532% 1.50x -- 1.59x ......... 11 292,773,841 10.7 1.54x 72.3% 5.341% 1.60x -- 1.69x ......... 6 57,841,530 2.1 1.66x 52.3% 5.209% 1.70x -- 1.79x ......... 5 95,540,000 3.5 1.78x 50.3% 5.271% 1.80x -- 1.89x ......... 6 209,335,282 7.6 1.83x 60.7% 4.979% 1.90x -- 1.99x ......... 2 132,415,376 4.8 1.97x 59.4% 5.329% 2.00x -- 2.99x ......... 8 541,901,376 19.8 2.39x 50.5% 4.930% 3.00x -- 3.27x ......... 1 150,000,000 5.5 3.27x 40.9% 5.123% -- -------------- ----- TOTAL/WTD AVG .......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL CUT-OFF DATE LOAN-TO-VALUE RATIO % OF WEIGHTED WEIGHTED WEIGHTED RANGE OF NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE CUT-OFF DATE MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE LTV RATIO(S) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ------------------------ ----------- ----------------- --------- -------------- -------------- ----------- 39.7% -- 49.9% ......... 13 $ 539,904,642 19.7% 2.61x 42.1% 4.936% 50.0% -- 59.9% ......... 18 498,068,473 18.2 1.79x 57.8% 5.116% 60.0% -- 64.9% ......... 20 307,727,986 11.2 1.92x 62.6% 5.313% 65.0% -- 69.9% ......... 36 539,968,334 19.7 1.38x 67.5% 5.479% 70.0% -- 74.9% ......... 19 150,036,591 5.5 1.31x 71.8% 5.272% 75.0% -- 79.9% ......... 52 626,001,231 22.8 1.29x 78.4% 5.280% 80.0% .................. 5 80,440,000 2.9 1.26x 80.0% 5.356% -- -------------- ----- TOTAL/WTD AVG .......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL MATURITY DATE LOAN-TO-VALUE RATIO % OF WEIGHTED WEIGHTED WEIGHTED RANGE OF NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE MATURITY DATE MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN MATURITY DATE MORTGAGE LTV RATIO(S) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ----------------------------- ----------- ----------------- --------- -------------- --------------- ----------- < 25.0% ................... 1 $ 4,070,173 0.1% 1.23x 0.8% 5.129% 25.0% -- 49.9% .............. 26 860,362,874 31.4 2.29x 41.6% 5.035% 50.0% -- 59.9% .............. 44 594,738,904 21.7 1.67x 56.5% 5.337% 60.0% -- 64.9% .............. 38 493,697,339 18.0 1.48x 62.9% 5.293% 65.0% -- 69.9% .............. 40 441,800,922 16.1 1.31x 67.0% 5.415% 70.0% -- 74.9% .............. 10 303,118,420 11.1 1.34x 71.4% 5.167% 75.0% -- 78.8% .............. 4 44,358,627 1.6 1.37x 76.9% 5.290% -- -------------- ----- TOTAL/WTD AVG ............... 163 $2,742,147,258 100.0% 1.73X 56.6% 5.227% === ============== ===== A1-5 MORTGAGE POOL MORTGAGE RATES % OF WEIGHTED WEIGHTED WEIGHTED RANGE OF NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE MORTGAGE MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE RATES LOANS BALANCE BALANCE DSCR LTV RATIO RATE - -------------------------- ----------- ----------------- --------- -------------- -------------- ----------- 4.647% -- 4.749% ......... 2 $ 268,415,000 9.8% 2.63x 42.1% 4.648% 4.750% -- 4.999% ......... 9 393,912,817 14.4 1.88x 61.1% 4.913% 5.000% -- 5.249% ......... 48 834,350,797 30.4 1.73x 65.2% 5.130% 5.250% -- 5.499% ......... 53 678,767,020 24.8 1.46x 66.3% 5.366% 5.500% -- 5.749% ......... 41 456,476,516 16.6 1.56x 68.0% 5.627% 5.750% -- 5.999% ......... 8 84,100,065 3.1 1.37x 70.2% 5.842% 6.000% -- 6.249% ......... 1 1,015,277 0.0 1.40x 49.5% 6.108% 6.250% -- 6.440% ......... 1 25,109,767 0.9 1.22x 68.8% 6.440% -- -------------- ----- TOTAL/WTD AVG ............ 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL ORIGINAL TERM TO MATURITY % OF WEIGHTED WEIGHTED WEIGHTED ORIGINAL TERM NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE TO MATURITY MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE (MONTHS) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ----------------------- ----------- ---------------- --------- -------------- -------------- ----------- 60 -- 83 ............ 7 $ 219,364,155 8.0% 1.90x 62.2% 4.975% 84 -- 99 ............ 4 29,445,094 1.1 1.26x 66.2% 5.597% 100 -- 120 ............ 146 2,358,387,836 86.0 1.73x 63.7% 5.232% 121 -- 179 ............ 4 125,580,000 4.6 1.56x 56.7% 5.470% 180 ................... 2 9,370,173 0.3 1.25x 63.1% 5.453% --- -------------- ----- TOTAL/WTD AVG ......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL ORIGINAL AMORTIZATION TERM(1) ORIGINAL % OF WEIGHTED WEIGHTED WEIGHTED AMORTIZATION NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE TERM MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE (MONTHS) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ------------------------------ ----------- ---------------- --------- -------------- -------------- ----------- Interest Only ................ 16 $ 653,126,127 23.8% 2.20x 54.1% 4.930% 180 -- 239 ................... 1 4,070,173 0.1 1.23x 45.2% 5.129% 240 -- 299 ................... 4 19,891,209 0.7 1.45x 62.2% 5.473% 300 -- 359 ................... 21 240,595,784 8.8 1.68x 64.2% 5.425% 360 -- 379 ................... 120 1,674,463,966 61.1 1.42x 68.8% 5.321% Planned Amortization ......... 1 150,000,000 5.5 3.27x 40.9% 5.123% --- -------------- ----- TOTAL/WTD AVG ................ 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% --- -------------- ----- - ------------ (1) For Mortgage Loans which accrue interest on the basis of actual days elapsed during each calendar month and a 360-day year, the amortization term is the term in which the loan would amortize if interest is paid on the basis of a 30-day month and a 360-day year. The actual amortization term would be longer. A1-6 MORTGAGE POOL REMAINING TERM TO MATURITY RANGE OF REMAINING % OF WEIGHTED WEIGHTED WEIGHTED TERMS TO NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE MATURITY MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE (MONTHS) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ----------------------- ----------- ---------------- --------- -------------- -------------- ----------- 54 -- 59 ............ 6 $ 162,364,155 5.9% 1.92x 61.3% 4.976% 60 -- 79 ............ 1 57,000,000 2.1 1.84x 64.8% 4.970% 80 -- 99 ............ 9 82,250,393 3.0 1.32x 66.7% 5.904% 100 -- 109 ............ 1 3,496,220 0.1 1.29x 78.6% 5.571% 110 -- 119 ............ 117 1,717,268,300 62.6 1.70x 64.3% 5.161% 120 -- 139 ............ 26 688,318,018 25.1 1.82x 60.8% 5.375% 140 -- 180 ............ 3 31,450,173 1.1 1.39x 59.8% 5.542% --- -------------- ----- TOTAL/WTD AVG ......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL REMAINING STATED AMORTIZATION TERMS REMAINING % OF WEIGHTED WEIGHTED WEIGHTED STATED NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE AMORTIZATION MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE TERMS (MONTHS) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ------------------------------ ----------- ---------------- --------- -------------- -------------- ----------- Interest Only ................ 16 $ 653,126,127 23.8% 2.20x 54.1% 4.930% 175 -- 224 ................... 1 4,070,173 0.1 1.23x 45.2% 5.129% 225 -- 249 ................... 5 32,391,209 1.2 1.36x 63.4% 5.543% 250 -- 299 ................... 13 174,149,047 6.4 1.85x 60.4% 5.413% 300 -- 324 ................... 3 17,350,000 0.6 1.28x 73.1% 5.717% 325 -- 349 ................... 10 101,902,036 3.7 1.29x 70.4% 5.733% 350 -- 379 ................... 114 1,609,158,667 58.7 1.42x 68.9% 5.294% Planned Amortization ......... 1 150,000,000 5.5 3.27x 40.9% 5.123% --- -------------- ----- TOTAL/WTD AVG ................ 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL SEASONING % OF WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE SEASONING MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE (MONTHS) LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ----------------------- ----------- ----------------- --------- -------------- -------------- ----------- 0 -- 4............... 145 $2,368,345,853 86.4% 1.75x 62.0% 5.190% 5 -- 8............... 11 305,346,107 11.1 1.66x 72.4% 5.346% 9 -- 12............... 2 15,650,000 0.6 1.25x 65.9% 5.641% 13 -- 24............... 4 27,695,532 1.0 1.48x 65.2% 5.743% 25 -- 27............... 1 25,109,767 0.9 1.22x 68.8% 6.440% --- -------------- ----- TOTAL/WTD AVG ......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== MORTGAGE POOL YEAR OF MORTGAGE ORIGINATION % OF WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE YEAR OF MORTGAGE CUT-OFF-DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE ORIGINATION LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ----------------------- ----------- ---------------- --------- -------------- -------------- ----------- 2003 .................. 1 $ 25,109,767 0.9% 1.22x 68.8% 6.440% 2004 .................. 4 27,695,532 1.0 1.48x 65.2% 5.743% 2005 .................. 158 2,689,341,960 98.1 1.74x 63.2% 5.211% --- -------------- ----- TOTAL/WTD AVG ......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== A1-7 MORTGAGE POOL YEAR OF MORTGAGE MATURITY % OF WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE INITIAL AVERAGE AVERAGE AVERAGE YEAR OF MORTGAGE CUT-OFF DATE POOL UNDERWRITTEN CUT-OFF DATE MORTGAGE MATURITY LOANS BALANCE BALANCE DSCR LTV RATIO RATE - ----------------------- ----------- ---------------- --------- -------------- -------------- ----------- 2010 .................. 7 $ 219,364,155 8.0% 1.90x 62.2% 4.975% 2012 .................. 4 29,445,094 1.1 1.26x 66.2% 5.597% 2013 .................. 1 25,109,767 0.9 1.22x 68.8% 6.440% 2014 .................. 5 31,191,751 1.1 1.46x 66.7% 5.724% 2015 .................. 141 2,314,586,318 84.4 1.74x 63.6% 5.215% 2016 .................. 2 91,000,000 3.3 1.63x 55.1% 5.418% 2019 .................. 1 22,080,000 0.8 1.45x 58.4% 5.580% 2020 .................. 2 9,370,173 0.3 1.25x 63.1% 5.453% --- -------------- ----- TOTAL/WTD AVG ......... 163 $2,742,147,258 100.0% 1.73X 63.3% 5.227% === ============== ===== A1-8
ANNEX A2 CERTAIN CHARACTERISTICS OF THE KINDERCARE MORTGAGE LOAN PROPERTIES LOAN PROPERTY NUMBER CENTER # PROPERTY NAME LOAN TRANSACTION COUNT - ------ -------- ------------- ---------------- ----- 59414 301481 KinderCare BACM 2005-6 2 59414 000139 Children's World Learning Center BACM 2005-6 3 59414 301733 KinderCare BACM 2005-6 4 59414 301542 KinderCare BACM 2005-6 5 59414 301486 KinderCare BACM 2005-6 6 59414 301455 KinderCare BACM 2005-6 7 59414 301808 KinderCare BACM 2005-6 8 59414 000260 Children's World Learning Center BACM 2005-6 9 59414 301743 KinderCare BACM 2005-6 10 59414 301751 KinderCare BACM 2005-6 11 59414 301494 KinderCare BACM 2005-6 12 59414 000874 Children's World Learning Center BACM 2005-6 13 59414 303042 Mulberry BACM 2005-6 14 59414 301800 KinderCare BACM 2005-6 15 59414 301728 KinderCare BACM 2005-6 16 59414 301755 KinderCare BACM 2005-6 17 59414 301770 KinderCare BACM 2005-6 18 59414 301674 KinderCare BACM 2005-6 19 59414 301825 KinderCare BACM 2005-6 20 59414 301780 KinderCare BACM 2005-6 21 59414 000112 Children's World Learning Center BACM 2005-6 22 59414 301767 KinderCare BACM 2005-6 23 59414 301675 KinderCare BACM 2005-6 24 59414 301459 KinderCare BACM 2005-6 25 59414 301101 KinderCare BACM 2005-6 26 59414 301609 KinderCare BACM 2005-6 27 59414 301633 KinderCare BACM 2005-6 28 59414 301666 KinderCare BACM 2005-6 29 59414 301769 KinderCare BACM 2005-6 30 59414 301626 KinderCare BACM 2005-6 31 59414 301704 KinderCare BACM 2005-6 32 59414 301724 KinderCare BACM 2005-6 33 59414 301714 KinderCare BACM 2005-6 34 59414 301659 KinderCare BACM 2005-6 35 59414 301777 KinderCare BACM 2005-6 36 59414 000510 Children's World Learning Center BACM 2005-6 37 59414 301625 KinderCare BACM 2005-6 38 59414 301697 KinderCare BACM 2005-6 39 59414 301698 KinderCare BACM 2005-6 40 59414 301551 KinderCare BACM 2005-6 41 59414 301598 KinderCare BACM 2005-6 42 59414 301652 KinderCare BACM 2005-6 43 59414 301624 KinderCare BACM 2005-6 44 59414 301790 KinderCare BACM 2005-6 45 59414 301727 KinderCare BACM 2005-6 46 59414 301588 KinderCare BACM 2005-6 47 59414 000187 Children's World Learning Center BACM 2005-6 48 59414 301711 KinderCare BACM 2005-6 49 59414 301664 KinderCare BACM 2005-6 50 59414 301632 KinderCare BACM 2005-6 51 59414 301604 KinderCare BACM 2005-6 52 59414 301730 KinderCare BACM 2005-6 53 59414 301575 KinderCare BACM 2005-6 54 59414 000619 Children's World Learning Center BACM 2005-6 55 59414 301586 KinderCare BACM 2005-6 56 59414 300974 KinderCare BACM 2005-6 57 59414 301608 KinderCare BACM 2005-6 58 59414 303081 Mulberry BACM 2005-6 59 59414 301701 KinderCare BACM 2005-6 60 59414 300873 KinderCare BACM 2005-6 61 59414 301601 KinderCare BACM 2005-6 62 59414 301088 KinderCare BACM 2005-6 63 59414 301543 KinderCare BACM 2005-6 64 59414 301785 KinderCare BACM 2005-6 65 59414 301691 KinderCare BACM 2005-6 66 59414 301648 KinderCare BACM 2005-6 67 59414 301673 KinderCare BACM 2005-6 68 59414 301651 KinderCare BACM 2005-6 69 59414 301187 KinderCare BACM 2005-6 70 59414 301493 KinderCare BACM 2005-6 71 59414 301741 KinderCare BACM 2005-6 72 59414 301531 KinderCare BACM 2005-6 73 59414 000722 Children's World Learning Center BACM 2005-6 74 59414 000291 Children's World Learning Center BACM 2005-6 75 59414 301752 KinderCare BACM 2005-6 76 59414 301622 KinderCare BACM 2005-6 77 59414 301502 KinderCare BACM 2005-6 78 59414 301810 KinderCare BACM 2005-6 79 59414 301623 KinderCare BACM 2005-6 80 59414 301641 KinderCare BACM 2005-6 81 59414 000557 Children's World Learning Center BACM 2005-6 82 59414 000313 Children's World Learning Center BACM 2005-6 83 59414 301034 KinderCare BACM 2005-6 84 59414 301434 KinderCare BACM 2005-6 85 59414 301795 KinderCare BACM 2005-6 86 59414 301612 KinderCare BACM 2005-6 87 59414 301378 KinderCare BACM 2005-6 88 59414 301720 KinderCare BACM 2005-6 89 59414 301180 KinderCare BACM 2005-6 90 59414 301522 KinderCare BACM 2005-6 91 59414 301580 KinderCare BACM 2005-6 92 59414 071120 Sunburst Preschool BACM 2005-6 93 59414 303078 Mulberry BACM 2005-6 94 59414 301676 KinderCare BACM 2005-6 95 59414 301603 KinderCare BACM 2005-6 96 59414 301657 KinderCare BACM 2005-6 97 59414 000318 Children's World Learning Center BACM 2005-6 98 59414 301051 KinderCare BACM 2005-6 99 59414 000415 Children's World Learning Center BACM 2005-6 100 59414 301572 KinderCare BACM 2005-6 101 59414 300838 KinderCare BACM 2005-6 102 59414 000645 Children's World Learning Center BACM 2005-6 103 59414 301558 KinderCare BACM 2005-6 104 59414 301487 KinderCare BACM 2005-6 105 59414 301654 KinderCare BACM 2005-6 106 59414 301789 KinderCare BACM 2005-6 107 59414 301063 KinderCare BACM 2005-6 108 59414 300878 KinderCare BACM 2005-6 109 59414 000225 Children's World Learning Center BACM 2005-6 110 59414 301497 KinderCare BACM 2005-6 111 59414 301715 KinderCare BACM 2005-6 112 59414 301546 KinderCare BACM 2005-6 113 59414 301029 KinderCare BACM 2005-6 114 59414 301553 KinderCare BACM 2005-6 115 59414 000091 Children's World Learning Center BACM 2005-6 116 59414 000523 Children's World Learning Center BACM 2005-6 117 59414 301027 KinderCare BACM 2005-6 118 59414 000090 Children's World Learning Center BACM 2005-6 119 59414 301561 KinderCare BACM 2005-6 120 59414 000235 Children's World Learning Center BACM 2005-6 121 59414 301039 KinderCare BACM 2005-6 122 59414 300962 KinderCare BACM 2005-6 123 59414 301485 KinderCare BACM 2005-6 124 59414 301077 KinderCare BACM 2005-6 125 59414 000253 Children's World Learning Center BACM 2005-6 126 59414 000856 Children's World Learning Center BACM 2005-6 127 59414 301721 KinderCare BACM 2005-6 128 59414 071121 Sunburst Preschool BACM 2005-6 129 59414 301062 KinderCare BACM 2005-6 130 59414 000143 Children's World Learning Center BACM 2005-6 131 59414 301015 KinderCare BACM 2005-6 132 59414 300998 KinderCare BACM 2005-6 133 59414 300906 KinderCare BACM 2005-6 134 59414 000373 Children's World Learning Center BACM 2005-6 135 59414 301030 KinderCare BACM 2005-6 136 59414 000099 Children's World Learning Center BACM 2005-6 137 59414 300897 KinderCare BACM 2005-6 138 59414 000142 Children's World Learning Center BACM 2005-6 139 59414 074022 Prodigy Child Development BACM 2005-6 140 59414 300805 KinderCare BACM 2005-6 141 59414 301518 KinderCare BACM 2005-6 142 59414 300882 KinderCare BACM 2005-6 143 59414 300858 KinderCare BACM 2005-6 144 59414 301181 KinderCare BACM 2005-6 145 59414 301048 KinderCare BACM 2005-6 146 59414 000620 Children's World Learning Center BACM 2005-6 147 59414 301412 KinderCare BACM 2005-6 148 59414 301105 KinderCare BACM 2005-6 149 59414 301540 KinderCare BACM 2005-6 150 59414 301499 KinderCare BACM 2005-6 151 59414 301221 KinderCare BACM 2005-6 152 59414 301076 KinderCare BACM 2005-6 153 59414 301018 KinderCare BACM 2005-6 154 59414 300971 KinderCare BACM 2005-6 155 59414 300976 KinderCare BACM 2005-6 156 59414 000100 Children's World Learning Center BACM 2005-6 157 59414 301523 KinderCare BACM 2005-6 158 59414 302500 KinderCare BACM 2005-6 159 59414 300820 KinderCare BACM 2005-6 160 59414 301103 KinderCare BACM 2005-6 161 59414 000897 Children's World Learning Center BACM 2005-6 162 59414 301548 KinderCare BACM 2005-6 163 59414 301176 KinderCare BACM 2005-6 164 59414 300970 KinderCare BACM 2005-6 165 59414 301172 KinderCare BACM 2005-6 166 59414 301065 KinderCare BACM 2005-6 167 59414 000493 Children's World Learning Center BACM 2005-6 168 59414 301818 KinderCare BACM 2005-6 169 59414 300845 KinderCare BACM 2005-6 170 59414 301115 KinderCare BACM 2005-6 171 59414 300977 KinderCare BACM 2005-6 172 59414 301528 KinderCare BACM 2005-6 173 59414 301358 KinderCare BACM 2005-6 174 59414 301315 KinderCare BACM 2005-6 175 59414 300867 KinderCare BACM 2005-6 176 59414 301416 KinderCare BACM 2005-6 177 59414 301163 KinderCare BACM 2005-6 178 59414 300975 KinderCare BACM 2005-6 179 59414 300861 KinderCare BACM 2005-6 180 59414 301490 KinderCare BACM 2005-6 181 59414 300874 KinderCare BACM 2005-6 182 59414 000757 Children's World Learning Center BACM 2005-6 183 59414 301248 KinderCare BACM 2005-6 184 59414 000551 Children's World Learning Center BACM 2005-6 185 59414 301681 KinderCare BACM 2005-6 186 59414 000066 Children's World Learning Center BACM 2005-6 187 59414 301042 KinderCare BACM 2005-6 188 59414 000224 Children's World Learning Center BACM 2005-6 189 59414 301392 KinderCare BACM 2005-6 190 59414 300938 KinderCare BACM 2005-6 191 59414 301432 KinderCare BACM 2005-6 192 59414 000323 Children's World Learning Center BACM 2005-6 193 59414 301086 KinderCare BACM 2005-6 194 59414 000168 Children's World Learning Center BACM 2005-6 195 59414 300990 KinderCare BACM 2005-6 196 59414 301308 KinderCare BACM 2005-6 197 59414 000837 Children's World Learning Center BACM 2005-6 198 59414 301232 KinderCare BACM 2005-6 199 59414 000888 Children's World Learning Center BACM 2005-6 200 59414 300986 KinderCare BACM 2005-6 201 59414 000150 Children's World Learning Center BACM 2005-6 202 59414 300982 KinderCare BACM 2005-6 203 59414 000073 Children's World Learning Center BACM 2005-6 204 59414 300995 KinderCare BACM 2005-6 205 59414 301056 KinderCare BACM 2005-6 206 59414 301433 KinderCare BACM 2005-6 207 59414 301288 KinderCare BACM 2005-6 208 59414 301279 KinderCare BACM 2005-6 209 59414 301004 KinderCare BACM 2005-6 210 59414 301480 KinderCare BACM 2005-6 211 59414 000539 Children's World Learning Center BACM 2005-6 212 59414 000574 Children's World Learning Center BACM 2005-6 213 59414 301073 KinderCare BACM 2005-6 214 59414 000379 Amrein's Child Development Center BACM 2005-6 215 59414 000741 Children's World Learning Center BACM 2005-6 216 59414 000417 Children's World Learning Center BACM 2005-6 217 59414 300224 KinderCare BACM 2005-6 218 59414 301368 KinderCare BACM 2005-6 219 59414 301476 KinderCare BACM 2005-6 220 59414 301335 KinderCare BACM 2005-6 221 59414 301126 KinderCare BACM 2005-6 222 59414 301098 KinderCare BACM 2005-6 223 59414 301050 KinderCare BACM 2005-6 224 59414 300833 KinderCare BACM 2005-6 225 59414 000435 Children's World Learning Center BACM 2005-6 226 59414 000543 Children's World Learning Center BACM 2005-6 227 59414 000748 Children's World Learning Center BACM 2005-6 228 59414 301094 KinderCare BACM 2005-6 229 59414 301090 KinderCare BACM 2005-6 230 59414 000773 Children's World Learning Center BACM 2005-6 231 59414 000564 Children's World Learning Center BACM 2005-6 232 59414 301227 KinderCare BACM 2005-6 233 59414 000759 Children's World Learning Center BACM 2005-6 234 59414 300997 KinderCare BACM 2005-6 235 59414 000413 Children's World Learning Center BACM 2005-6 236 59414 301089 KinderCare BACM 2005-6 237 59414 300782 KinderCare BACM 2005-6 238 59414 300960 KinderCare BACM 2005-6 239 59414 000366 Children's World Learning Center BACM 2005-6 240 59414 301280 KinderCare BACM 2005-6 241 59414 301186 KinderCare BACM 2005-6 242 59414 300930 KinderCare BACM 2005-6 243 59414 301829 KinderCare BACM 2005-6 244 59414 000540 Children's World Learning Center BACM 2005-6 245 59414 301319 KinderCare BACM 2005-6 246 59414 301382 KinderCare BACM 2005-6 247 59414 301038 KinderCare BACM 2005-6 248 59414 300972 KinderCare BACM 2005-6 249 59414 000866 Children's World Learning Center BACM 2005-6 250 59414 301398 KinderCare BACM 2005-6 251 59414 300989 KinderCare BACM 2005-6 252 59414 301397 KinderCare BACM 2005-6 253 59414 301072 KinderCare BACM 2005-6 254 59414 301025 KinderCare BACM 2005-6 255 59414 301087 KinderCare BACM 2005-6 256 59414 301242 KinderCare BACM 2005-6 257 59414 000049 Children's World Learning Center BACM 2005-6 258 59414 300218 KinderCare BACM 2005-6 259 59414 301326 KinderCare BACM 2005-6 260 59414 300922 KinderCare BACM 2005-6 261 59414 000827 Children's World Learning Center BACM 2005-6 262 59414 301162 KinderCare BACM 2005-6 263 59414 301259 KinderCare BACM 2005-6 264 59414 301465 KinderCare BACM 2005-6 265 59414 000869 Children's World Learning Center BACM 2005-6 266 59414 301402 KinderCare BACM 2005-6 267 59414 301363 KinderCare BACM 2005-6 268 59414 301352 KinderCare BACM 2005-6 269 59414 301311 KinderCare BACM 2005-6 270 59414 301291 KinderCare BACM 2005-6 271 59414 301118 KinderCare BACM 2005-6 272 59414 301152 KinderCare BACM 2005-6 273 59414 300993 KinderCare BACM 2005-6 274 59414 301147 KinderCare BACM 2005-6 275 59414 301104 KinderCare BACM 2005-6 276 59414 300987 KinderCare BACM 2005-6 277 59414 300518 KinderCare BACM 2005-6 278 59414 301212 KinderCare BACM 2005-6 279 59414 000584 Children's World Learning Center BACM 2005-6 280 59414 301109 KinderCare BACM 2005-6 281 59414 301091 KinderCare BACM 2005-6 282 59414 000086 Children's World Learning Center BACM 2005-6 283 59414 301067 KinderCare BACM 2005-6 284 59414 301405 KinderCare BACM 2005-6 285 59414 301327 KinderCare BACM 2005-6 286 59414 301141 KinderCare BACM 2005-6 287 59414 301111 KinderCare BACM 2005-6 288 59414 301373 KinderCare BACM 2005-6 289 59414 301043 KinderCare BACM 2005-6 290 59414 000772 Children's World Learning Center BACM 2005-6 291 59414 301364 KinderCare BACM 2005-6 292 59414 301179 KinderCare BACM 2005-6 293 59414 300801 KinderCare BACM 2005-6 294 59414 301477 KinderCare BACM 2005-6 295 59414 301388 KinderCare BACM 2005-6 296 59414 301201 KinderCare BACM 2005-6 297 59414 300924 KinderCare BACM 2005-6 298 59414 300889 KinderCare BACM 2005-6 299 59414 301678 KinderCare BACM 2005-6 300 59414 301070 KinderCare BACM 2005-6 301 59414 300809 KinderCare BACM 2005-6 302 59414 301170 KinderCare BACM 2005-6 303 59414 000541 Children's World Learning Center BACM 2005-6 304 59414 000159 Children's World Learning Center BACM 2005-6 305 59414 301483 KinderCare BACM 2005-6 306 59414 301273 KinderCare BACM 2005-6 307 59414 301167 KinderCare BACM 2005-6 308 59414 301169 KinderCare BACM 2005-6 309 59414 300983 KinderCare BACM 2005-6 310 59414 301353 KinderCare BACM 2005-6 311 59414 300931 KinderCare BACM 2005-6 312 59414 305003 Kids Choice BACM 2005-6 313 59414 301389 KinderCare BACM 2005-6 314 59414 301328 KinderCare BACM 2005-6 315 59414 301082 KinderCare BACM 2005-6 316 59414 301054 KinderCare BACM 2005-6 317 59414 301068 KinderCare BACM 2005-6 318 59414 000829 Children's World Learning Center BACM 2005-6 319 59414 000071 Children's World Learning Center BACM 2005-6 320 59414 301340 KinderCare BACM 2005-6 321 59414 301267 KinderCare BACM 2005-6 322 59414 301229 KinderCare BACM 2005-6 323 59414 301215 KinderCare BACM 2005-6 324 59414 301161 KinderCare BACM 2005-6 325 59414 301045 KinderCare BACM 2005-6 326 59414 301064 KinderCare BACM 2005-6 327 59414 300964 KinderCare BACM 2005-6 328 59414 000604 Children's World Learning Center BACM 2005-6 329 59414 000834 Children's World Learning Center BACM 2005-6 330 59414 301302 KinderCare BACM 2005-6 331 59414 301379 KinderCare BACM 2005-6 332 59414 301185 KinderCare BACM 2005-6 333 59414 300959 KinderCare BACM 2005-6 334 59414 300967 KinderCare BACM 2005-6 335 59414 301316 KinderCare BACM 2005-6 336 59414 301157 KinderCare BACM 2005-6 337 59414 000552 Children's World Learning Center BACM 2005-6 338 59414 301120 KinderCare BACM 2005-6 339 59414 070457 Rainbow Path BACM 2005-6 340 59414 301390 KinderCare BACM 2005-6 341 59414 300968 KinderCare BACM 2005-6 342 59414 000468 Children's World Learning Center BACM 2005-6 343 59414 301377 KinderCare BACM 2005-6 344 59414 300884 KinderCare BACM 2005-6 345 59414 301079 KinderCare BACM 2005-6 346 59414 301095 KinderCare BACM 2005-6 347 59414 301002 KinderCare BACM 2005-6 348 59414 300978 KinderCare BACM 2005-6 349 59414 301369 KinderCare BACM 2005-6 350 59414 301303 KinderCare BACM 2005-6 351 59414 301270 KinderCare BACM 2005-6 352 59414 301031 KinderCare BACM 2005-6 353 59414 300953 KinderCare BACM 2005-6 354 59414 300939 KinderCare BACM 2005-6 355 59414 300886 KinderCare BACM 2005-6 356 59414 000565 Children's World Learning Center BACM 2005-6 357 59414 300776 KinderCare BACM 2005-6 358 59414 301401 KinderCare BACM 2005-6 359 59414 300620 KinderCare BACM 2005-6 360 59414 000002 Children's World Learning Center BACM 2005-6 361 59414 301142 KinderCare BACM 2005-6 362 59414 000875 Children's World Learning Center BACM 2005-6 363 59414 300800 KinderCare BACM 2005-6 364 59414 300895 KinderCare BACM 2005-6 365 59414 300828 KinderCare BACM 2005-6 366 59414 301047 KinderCare BACM 2005-6 367 59414 301084 KinderCare BACM 2005-6 368 59414 301343 KinderCare BACM 2005-6 369 59414 301218 KinderCare BACM 2005-6 370 59414 301003 KinderCare BACM 2005-6 371 59414 300992 KinderCare BACM 2005-6 372 59414 301341 KinderCare BACM 2005-6 373 59414 301190 KinderCare BACM 2005-6 374 59414 301813 KinderCare BACM 2005-6 375 59414 301269 KinderCare BACM 2005-6 376 59414 301241 KinderCare BACM 2005-6 377 59414 301066 KinderCare BACM 2005-6 378 59414 301041 KinderCare BACM 2005-6 379 59414 300957 KinderCare BACM 2005-6 380 59414 301380 KinderCare BACM 2005-6 381 59414 301356 KinderCare BACM 2005-6 382 59414 301263 KinderCare BACM 2005-6 383 59414 301235 KinderCare BACM 2005-6 384 59414 301237 KinderCare BACM 2005-6 385 59414 301281 KinderCare BACM 2005-6 386 59414 301143 KinderCare BACM 2005-6 387 59414 301107 KinderCare BACM 2005-6 388 59414 301011 KinderCare BACM 2005-6 389 59414 300888 KinderCare BACM 2005-6 390 59414 300621 KinderCare BACM 2005-6 391 59414 301158 KinderCare BACM 2005-6 392 59414 301228 KinderCare BACM 2005-6 393 59414 301016 KinderCare BACM 2005-6 394 59414 301220 KinderCare BACM 2005-6 395 59414 301178 KinderCare BACM 2005-6 396 59414 301290 KinderCare BACM 2005-6 397 59414 301333 KinderCare BACM 2005-6 398 59414 301148 KinderCare BACM 2005-6 399 59414 000382 KinderCare BACM 2005-6 400 59414 301245 KinderCare BACM 2005-6 401 59414 301264 KinderCare BACM 2005-6 402 59414 301022 KinderCare BACM 2005-6 403 59414 301338 KinderCare BACM 2005-6 404 59414 301261 KinderCare BACM 2005-6 405 59414 301446 KinderCare BACM 2005-6 406 59414 301209 KinderCare BACM 2005-6 407 59414 301334 KinderCare BACM 2005-6 408 59414 000034 Children's World Learning Center BACM 2005-6 409 59414 000631 Children's World Learning Center BACM 2005-6 410 59414 301020 KinderCare BACM 2005-6 411 59414 301085 KinderCare BACM 2005-6 412 59414 000089 Children's World Learning Center BACM 2005-6 413 59414 301399 KinderCare BACM 2005-6 414 59414 301348 KinderCare BACM 2005-6 415 59414 301284 KinderCare BACM 2005-6 416 59414 301205 KinderCare BACM 2005-6 417 59414 301160 KinderCare BACM 2005-6 418 59414 301069 KinderCare BACM 2005-6 419 59414 300985 KinderCare BACM 2005-6 420 59414 300956 KinderCare BACM 2005-6 421 59414 300917 KinderCare BACM 2005-6 422 59414 300911 KinderCare BACM 2005-6 423 59414 000079 Children's World Learning Center BACM 2005-6 424 59414 301217 KinderCare BACM 2005-6 425 59414 301351 KinderCare BACM 2005-6 426 59414 300814 KinderCare BACM 2005-6 427 59414 000889 Children's World Learning Center BACM 2005-6 428 59414 301266 KinderCare BACM 2005-6 429 59414 301313 KinderCare BACM 2005-6 430 59414 301200 KinderCare BACM 2005-6 431 59414 301424 KinderCare BACM 2005-6 432 59414 301478 KinderCare BACM 2005-6 433 59414 301001 KinderCare BACM 2005-6 434 59414 301165 KinderCare BACM 2005-6 435 59414 301005 KinderCare BACM 2005-6 436 59414 301102 KinderCare BACM 2005-6 437 59414 301226 KinderCare BACM 2005-6 438 59414 301331 KinderCare BACM 2005-6 439 59414 300229 KinderCare BACM 2005-6 440 59414 301295 KinderCare BACM 2005-6 441 59414 301305 KinderCare BACM 2005-6 442 59414 301277 KinderCare BACM 2005-6 443 59414 301298 KinderCare BACM 2005-6 444 59414 301254 KinderCare BACM 2005-6 445 59414 301249 KinderCare BACM 2005-6 446 59414 301010 KinderCare BACM 2005-6 447 59414 301092 KinderCare BACM 2005-6 448 59414 300999 KinderCare BACM 2005-6 449 59414 300941 KinderCare BACM 2005-6 450 59414 300915 KinderCare BACM 2005-6 451 59414 300227 KinderCare BACM 2005-6 452 59414 000727 Children's World Learning Center BACM 2005-6 453 59414 300900 KinderCare BACM 2005-6 454 59414 301153 KinderCare BACM 2005-6 455 59414 301166 KinderCare BACM 2005-6 456 59414 301175 KinderCare BACM 2005-6 457 59414 300914 KinderCare BACM 2005-6 458 59414 301139 KinderCare BACM 2005-6 459 59414 301196 KinderCare BACM 2005-6 460 59414 300222 KinderCare BACM 2005-6 461 59414 301336 KinderCare BACM 2005-6 462 59414 300216 KinderCare BACM 2005-6 463 59414 301223 KinderCare BACM 2005-6 464 59414 300963 KinderCare BACM 2005-6 465 59414 301171 KinderCare BACM 2005-6 466 59414 300226 KinderCare BACM 2005-6 467 59414 301130 KinderCare BACM 2005-6 468 59414 301156 KinderCare BACM 2005-6 469 59414 300860 KinderCare BACM 2005-6 470 59414 300219 KinderCare BACM 2005-6 471 59414 301198 KinderCare BACM 2005-6 472 59414 301159 KinderCare BACM 2005-6 473 59414 300844 KinderCare BACM 2005-6 474 59414 300926 KinderCare BACM 2005-6 475 59414 300107 KinderCare BACM 2005-6 476 59414 000449 Children's World Learning Center BACM 2005-6 477 59414 301078 KinderCare BACM 2005-6 478 59414 000900 Children's World Learning Center BACM 2005-6 479 59414 301071 KinderCare BACM 2005-6 480 59414 301132 KinderCare BACM 2005-6 481 59414 071230 Children's Discovery Center BACM 2005-6 482 59414 301117 KinderCare BACM 2005-6 483 59414 300862 KinderCare BACM 2005-6 484 59414 301006 KinderCare BACM 2005-6 485 59414 071231 Children's Discovery Center BACM 2005-6 486 59414 071234 Children's Discovery Center BACM 2005-6 487 59414 000749 Children's World Learning Center BACM 2005-6 488 59414 300937 KinderCare BACM 2005-6 489 59414 300902 KinderCare BACM 2005-6 490 59414 300854 KinderCare BACM 2005-6 491 59414 301257 KinderCare BACM 2005-6 492 59414 301244 KinderCare BACM 2005-6 493 59414 301193 KinderCare BACM 2005-6 494 59414 301026 KinderCare BACM 2005-6 495 59414 300943 KinderCare BACM 2005-6 496 59414 000877 Children's World Learning Center BACM 2005-6 497 59414 301383 KinderCare BACM 2005-6 498 59414 301211 KinderCare BACM 2005-6 499 59414 301138 KinderCare BACM 2005-6 500 59414 301046 KinderCare BACM 2005-6 501 59414 301096 KinderCare BACM 2005-6 502 59414 300832 KinderCare BACM 2005-6 503 59414 300881 KinderCare BACM 2005-6 504 59414 000344 Children's World Learning Center BACM 2005-6 505 59414 300106 KinderCare BACM 2005-6 506 59414 301028 KinderCare BACM 2005-6 507 59414 301035 KinderCare BACM 2005-6 508 59414 300842 KinderCare BACM 2005-6 509 59414 301124 KinderCare BACM 2005-6 510 59414 300044 KinderCare BACM 2005-6 511 59414 300991 KinderCare BACM 2005-6 512 59414 300551 KinderCare BACM 2005-6 513 59414 300519 KinderCare BACM 2005-6 514 59414 300928 KinderCare BACM 2005-6 515 59414 301274 KinderCare BACM 2005-6 516 59414 300880 KinderCare BACM 2005-6 517 59414 301297 KinderCare BACM 2005-6 518 59414 301177 KinderCare BACM 2005-6 519 59414 300909 KinderCare BACM 2005-6 520 59414 300548 KinderCare BACM 2005-6 521 59414 000304 Children's World Learning Center BACM 2005-6 522 59414 301019 KinderCare BACM 2005-6 523 59414 300221 KinderCare BACM 2005-6 524 59414 300848 KinderCare BACM 2005-6 525 59414 300727 KinderCare BACM 2005-6 526 59414 300966 KinderCare BACM 2005-6 527 59414 301419 KinderCare BACM 2005-6 528 59414 300835 KinderCare BACM 2005-6 529 59414 301278 KinderCare BACM 2005-6 530 59414 000019 Children's World Learning Center BACM 2005-6 531 59414 300892 KinderCare BACM 2005-6 532 59414 300876 KinderCare BACM 2005-6 533 59414 301049 KinderCare BACM 2005-6 534 59414 301123 KinderCare BACM 2005-6 535 59414 300228 KinderCare BACM 2005-6 536 59414 000277 Children's World Learning Center BACM 2005-6 537 59414 301154 KinderCare BACM 2005-6 538 59414 301323 KinderCare BACM 2005-6 539 59414 301349 KinderCare BACM 2005-6 540 59414 301317 KinderCare BACM 2005-6 541 59414 301100 KinderCare BACM 2005-6 542 59414 301061 KinderCare BACM 2005-6 543 59414 300935 KinderCare BACM 2005-6 544 59414 300940 KinderCare BACM 2005-6 545 59414 300877 KinderCare BACM 2005-6 546 59414 300834 KinderCare BACM 2005-6 547 59414 300502 KinderCare BACM 2005-6 548 59414 300354 KinderCare BACM 2005-6 549 59414 300865 KinderCare BACM 2005-6 550 59414 000533 Children's World Learning Center BACM 2005-6 551 59414 300944 KinderCare BACM 2005-6 552 59414 301080 KinderCare BACM 2005-6 553 59414 300969 KinderCare BACM 2005-6 554 59414 300827 KinderCare BACM 2005-6 555 59414 300380 KinderCare BACM 2005-6 556 59414 301174 KinderCare BACM 2005-6 557 59414 300850 KinderCare BACM 2005-6 558 59414 300733 KinderCare BACM 2005-6 559 59414 300578 KinderCare BACM 2005-6 560 59414 300947 KinderCare BACM 2005-6 561 59414 301207 KinderCare BACM 2005-6 562 59414 301355 KinderCare BACM 2005-6 563 59414 300235 KinderCare BACM 2005-6 564 59414 300996 KinderCare BACM 2005-6 565 59414 300852 KinderCare BACM 2005-6 566 59414 300950 KinderCare BACM 2005-6 567 59414 070456 ABC Nursery School BACM 2005-6 568 59414 300822 KinderCare BACM 2005-6 569 59414 301246 KinderCare BACM 2005-6 570 59414 300556 KinderCare BACM 2005-6 571 59414 300952 KinderCare BACM 2005-6 572 59414 300821 KinderCare BACM 2005-6 573 59414 301136 KinderCare BACM 2005-6 574 59414 300908 KinderCare BACM 2005-6 575 59414 300898 KinderCare BACM 2005-6 576 59414 300887 KinderCare BACM 2005-6 577 59414 300383 KinderCare BACM 2005-6 578 59414 301679 KinderCare BACM 2005-6 579 59414 301093 KinderCare BACM 2005-6 580 59414 301021 KinderCare BACM 2005-6 581 59414 300934 KinderCare BACM 2005-6 582 59414 300879 KinderCare BACM 2005-6 583 59414 300885 KinderCare BACM 2005-6 584 59414 300793 KinderCare BACM 2005-6 585 59414 300839 KinderCare BACM 2005-6 586 59414 300738 KinderCare BACM 2005-6 587 59414 000655 Children's World Learning Center BACM 2005-6 588 59414 300871 KinderCare BACM 2005-6 589 59414 300792 KinderCare BACM 2005-6 590 59414 300806 KinderCare BACM 2005-6 591 59414 300913 KinderCare BACM 2005-6 592 59414 000893 Children's World Learning Center BACM 2005-6 593 59414 300525 KinderCare BACM 2005-6 594 59414 300907 KinderCare BACM 2005-6 595 59414 300774 KinderCare BACM 2005-6 596 59414 300920 KinderCare BACM 2005-6 597 59414 073004 Magic Years BACM 2005-6 598 59414 301283 KinderCare BACM 2005-6 599 59414 300803 KinderCare BACM 2005-6 600 59414 300891 KinderCare BACM 2005-6 601 59414 300851 KinderCare BACM 2005-6 602 59414 301037 KinderCare BACM 2005-6 603 59414 300223 KinderCare BACM 2005-6 604 59414 300949 KinderCare BACM 2005-6 605 59414 300932 KinderCare BACM 2005-6 606 59414 300921 KinderCare BACM 2005-6 607 59414 300813 KinderCare BACM 2005-6 608 59414 300811 KinderCare BACM 2005-6 609 59414 300791 KinderCare BACM 2005-6 610 59414 300533 KinderCare BACM 2005-6 611 59414 300790 KinderCare BACM 2005-6 612 59414 301007 KinderCare BACM 2005-6 613 59414 000485 Children's World Learning Center BACM 2005-6 614 59414 301307 KinderCare BACM 2005-6 615 59414 300818 KinderCare BACM 2005-6 616 59414 300658 KinderCare BACM 2005-6 617 59414 300670 KinderCare BACM 2005-6 618 59414 300379 KinderCare BACM 2005-6 619 59414 301247 KinderCare BACM 2005-6 620 59414 300942 KinderCare BACM 2005-6 621 59414 300737 KinderCare BACM 2005-6 622 59414 301403 KinderCare BACM 2005-6 623 59414 300152 KinderCare BACM 2005-6 624 59414 301129 KinderCare BACM 2005-6 625 59414 301009 KinderCare BACM 2005-6 626 59414 301268 KinderCare BACM 2005-6 627 59414 301233 KinderCare BACM 2005-6 628 59414 300301 KinderCare BACM 2005-6 629 59414 300923 KinderCare BACM 2005-6 630 59414 301255 KinderCare BACM 2005-6 631 59414 300872 KinderCare BACM 2005-6 632 59414 300936 KinderCare BACM 2005-6 633 59414 300925 KinderCare BACM 2005-6 634 59414 000490 Children's World Learning Center BACM 2005-6 635 59414 300819 KinderCare BACM 2005-6 636 59414 000061 Children's World Learning Center BACM 2005-6 637 59414 301195 KinderCare BACM 2005-6 638 59414 301150 KinderCare BACM 2005-6 639 59414 300945 KinderCare BACM 2005-6 640 59414 300671 KinderCare BACM 2005-6 641 59414 300868 KinderCare BACM 2005-6 642 59414 300901 KinderCare BACM 2005-6 643 59414 000548 Children's World Learning Center BACM 2005-6 644 59414 000813 Children's World Learning Center BACM 2005-6 645 59414 300910 KinderCare BACM 2005-6 646 59414 300830 KinderCare BACM 2005-6 647 59414 301260 KinderCare BACM 2005-6 648 59414 300955 KinderCare BACM 2005-6 649 59414 300912 KinderCare BACM 2005-6 650 59414 300342 KinderCare BACM 2005-6 651 59414 300870 KinderCare BACM 2005-6 652 59414 300837 KinderCare BACM 2005-6 653 59414 300905 KinderCare BACM 2005-6 654 59414 300954 KinderCare BACM 2005-6 655 59414 300863 KinderCare BACM 2005-6 656 59414 300896 KinderCare BACM 2005-6 657 59414 300331 KinderCare BACM 2005-6 658 59414 300764 KinderCare BACM 2005-6 659 59414 301272 KinderCare BACM 2005-6 660 59414 301059 KinderCare BACM 2005-6 661 59414 300309 KinderCare BACM 2005-6 662 59414 300841 KinderCare BACM 2005-6 663 59414 300371 KinderCare BACM 2005-6 664 59414 301208 KinderCare BACM 2005-6 665 59414 000719 Children's World Learning Center BACM 2005-6 666 59414 000023 Children's World Learning Center BACM 2005-6 667 59414 000455 Children's World Learning Center BACM 2005-6 668 59414 000063 Children's World Learning Center BACM 2005-6 669 59414 301164 KinderCare BACM 2005-6 670 59414 300170 KinderCare BACM 2005-6 671 59414 300674 KinderCare BACM 2005-6 672 59414 300215 KinderCare BACM 2005-6 673 59414 300184 KinderCare BACM 2005-6 674 59414 305011 Kids Choice BACM 2005-6 675 59414 300815 KinderCare BACM 2005-6 676 59414 300665 KinderCare BACM 2005-6 677 59414 000361 Children's World Learning Center BACM 2005-6 678 59414 300725 KinderCare BACM 2005-6 679 59414 300345 KinderCare BACM 2005-6 680 59414 300951 KinderCare BACM 2005-6 681 59414 300021 KinderCare BACM 2005-6 682 59414 300864 KinderCare BACM 2005-6 683 59414 000213 KinderCare BACM 2005-6 684 59414 000262 Children's World Learning Center BACM 2005-6 685 59414 000161 Children's World Learning Center BACM 2005-6 686 59414 300847 KinderCare BACM 2005-6 687 59414 300869 KinderCare BACM 2005-6 688 59414 301258 KinderCare BACM 2005-6 689 59414 300056 KinderCare BACM 2005-6 690 59414 300829 KinderCare BACM 2005-6 691 59414 000633 Children's World Learning Center BACM 2005-6 692 59414 300065 KinderCare BACM 2005-6 693 59414 300689 KinderCare BACM 2005-6 694 59414 300545 KinderCare BACM 2005-6 695 59414 000547 Children's World Learning Center BACM 2005-6 696 59414 000068 Children's World Learning Center BACM 2005-6 697 59414 070220 Children's Discovery Center BACM 2005-6 698 59414 300788 KinderCare BACM 2005-6 699 59414 070210 Children's Discovery Center BACM 2005-6 700 59414 301033 KinderCare BACM 2005-6 701 59414 300802 KinderCare BACM 2005-6 702 59414 000637 KinderCare BACM 2005-6 703 59414 300859 KinderCare BACM 2005-6 704 59414 300375 KinderCare BACM 2005-6 705 59414 300195 KinderCare BACM 2005-6 706 59414 300160 KinderCare BACM 2005-6 707 59414 301023 KinderCare BACM 2005-6 708 59414 300771 KinderCare BACM 2005-6 709 59414 300563 KinderCare BACM 2005-6 710 59414 000230 Children's World Learning Center BACM 2005-6 711 59414 300297 KinderCare BACM 2005-6 712 59414 300210 KinderCare BACM 2005-6 713 59414 071233 Children's Discovery Center BACM 2005-6 714 - --------------------------------------------------------------------------------------------------------------------------- 59414 Various KINDERCARE PORTFOLIO (ROLLUP) BACM 2005-6 1.5 =========================================================================================================================== LOAN PROPERTY NUMBER CENTER # PROPERTY MANAGER TYPE PROPERTY SUBTYPE - ------ -------- ---------------- ---- ---------------- 59414 301481 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000139 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301733 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301542 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301486 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301455 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301808 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000260 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301743 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301751 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301494 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000874 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 303042 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301800 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301728 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301755 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301770 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301674 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301825 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301780 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000112 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301767 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301675 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301459 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301101 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301609 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301633 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301666 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301769 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301626 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301704 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301724 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301714 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301659 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301777 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000510 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301625 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301697 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301698 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301551 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301598 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301652 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301624 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301790 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301727 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301588 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000187 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301711 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301664 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301632 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301604 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301730 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301575 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000619 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301586 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300974 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301608 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 303081 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301701 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300873 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301601 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301088 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301543 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301785 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301691 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301648 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301673 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301651 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301187 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301493 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301741 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301531 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000722 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000291 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301752 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301622 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301502 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301810 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301623 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301641 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000557 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000313 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301034 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301434 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301795 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301612 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301378 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301720 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301180 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301522 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301580 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 071120 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 303078 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301676 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301603 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301657 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000318 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301051 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000415 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301572 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300838 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000645 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301558 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301487 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301654 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301789 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301063 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300878 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000225 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301497 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301715 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301546 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301029 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301553 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000091 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000523 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301027 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000090 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301561 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000235 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301039 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300962 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301485 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301077 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000253 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000856 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301721 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 071121 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301062 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000143 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301015 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300998 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300906 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000373 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301030 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000099 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300897 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000142 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 074022 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300805 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301518 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300882 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300858 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301181 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301048 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000620 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301412 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301105 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301540 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301499 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301221 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301076 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301018 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300971 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300976 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000100 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301523 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 302500 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300820 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301103 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000897 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301548 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301176 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300970 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301172 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301065 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000493 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301818 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300845 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301115 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300977 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301528 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301358 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301315 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300867 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301416 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301163 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300975 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300861 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301490 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300874 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000757 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301248 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000551 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301681 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000066 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301042 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000224 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301392 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300938 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301432 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000323 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301086 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000168 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300990 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301308 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000837 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301232 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000888 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300986 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000150 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300982 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000073 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300995 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301056 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301433 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301288 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301279 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301004 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301480 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000539 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000574 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301073 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000379 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000741 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000417 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300224 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301368 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301476 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301335 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301126 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301098 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301050 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300833 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000435 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000543 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000748 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301094 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301090 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000773 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000564 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301227 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000759 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300997 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000413 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301089 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300782 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300960 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000366 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301280 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301186 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300930 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301829 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000540 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301319 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301382 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301038 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300972 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000866 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301398 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300989 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301397 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301072 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301025 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301087 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301242 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000049 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300218 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301326 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300922 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000827 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301162 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301259 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301465 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000869 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301402 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301363 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301352 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301311 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301291 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301118 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301152 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300993 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301147 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301104 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300987 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300518 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301212 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000584 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301109 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301091 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000086 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301067 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301405 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301327 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301141 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301111 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301373 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301043 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000772 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301364 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301179 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300801 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301477 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301388 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301201 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300924 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300889 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301678 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301070 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300809 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301170 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000541 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000159 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301483 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301273 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301167 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301169 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300983 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301353 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300931 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 305003 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301389 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301328 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301082 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301054 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301068 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000829 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000071 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301340 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301267 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301229 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301215 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301161 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301045 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301064 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300964 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000604 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000834 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301302 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301379 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301185 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300959 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300967 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301316 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301157 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000552 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301120 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 070457 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301390 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300968 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000468 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301377 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300884 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301079 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301095 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301002 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300978 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301369 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301303 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301270 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301031 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300953 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300939 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300886 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000565 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300776 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301401 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300620 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000002 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301142 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000875 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300800 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300895 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300828 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301047 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301084 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301343 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301218 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301003 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300992 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301341 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301190 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301813 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301269 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301241 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301066 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301041 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300957 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301380 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301356 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301263 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301235 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301237 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301281 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301143 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301107 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301011 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300888 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300621 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301158 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301228 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301016 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301220 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301178 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301290 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301333 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301148 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000382 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301245 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301264 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301022 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301338 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301261 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301446 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301209 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301334 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000034 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000631 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301020 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301085 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000089 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301399 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301348 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301284 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301205 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301160 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301069 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300985 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300956 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300917 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300911 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000079 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301217 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301351 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300814 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000889 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301266 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301313 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301200 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301424 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301478 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301001 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301165 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301005 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301102 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301226 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301331 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300229 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301295 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301305 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301277 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301298 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301254 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301249 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301010 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301092 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300999 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300941 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300915 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300227 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000727 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300900 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301153 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301166 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301175 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300914 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301139 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301196 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300222 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301336 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300216 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301223 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300963 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301171 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300226 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301130 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301156 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300860 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300219 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301198 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301159 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300844 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300926 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300107 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000449 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301078 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000900 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301071 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301132 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 071230 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301117 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300862 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301006 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 071231 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 071234 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000749 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300937 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300902 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300854 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301257 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301244 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301193 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301026 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300943 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000877 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301383 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301211 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301138 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301046 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301096 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300832 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300881 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000344 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300106 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301028 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301035 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300842 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301124 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300044 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300991 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300551 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300519 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300928 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301274 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300880 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301297 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301177 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300909 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300548 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000304 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301019 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300221 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300848 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300727 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300966 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301419 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300835 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301278 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000019 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300892 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300876 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301049 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301123 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300228 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000277 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301154 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301323 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301349 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301317 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301100 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301061 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300935 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300940 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300877 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300834 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300502 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300354 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300865 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000533 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300944 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301080 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300969 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300827 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300380 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301174 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300850 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300733 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300578 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300947 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301207 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301355 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300235 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300996 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300852 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300950 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 070456 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300822 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301246 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300556 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300952 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300821 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301136 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300908 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300898 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300887 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300383 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301679 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301093 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301021 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300934 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300879 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300885 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300793 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300839 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300738 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000655 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300871 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300792 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300806 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300913 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000893 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300525 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300907 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300774 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300920 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 073004 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301283 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300803 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300891 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300851 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301037 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300223 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300949 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300932 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300921 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300813 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300811 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300791 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300533 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300790 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301007 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000485 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301307 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300818 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300658 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300670 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300379 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301247 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300942 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300737 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301403 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300152 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301129 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301009 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301268 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301233 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300301 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300923 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301255 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300872 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300936 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300925 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000490 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300819 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000061 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301195 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301150 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300945 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300671 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300868 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300901 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000548 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000813 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300910 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300830 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301260 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300955 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300912 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300342 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300870 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300837 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300905 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300954 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300863 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300896 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300331 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300764 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301272 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301059 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300309 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300841 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300371 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301208 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000719 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000023 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000455 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000063 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301164 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300170 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300674 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300215 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300184 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 305011 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300815 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300665 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000361 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300725 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300345 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300951 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300021 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300864 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000213 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000262 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000161 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300847 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300869 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301258 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300056 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300829 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000633 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300065 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300689 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300545 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000547 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000068 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 070220 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300788 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 070210 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301033 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300802 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000637 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300859 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300375 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300195 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300160 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 301023 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300771 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300563 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 000230 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300297 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 300210 Greenstreet Realty Partners, L.P. Other Child Development Centers 59414 071233 Greenstreet Realty Partners, L.P. Other Child Development Centers - ---------------------------------------------------------------------------------------------------------------------------------- 59414 Various Greenstreet Realty Partners, L.P. Other Child Development Centers ================================================================================================================================== LOAN NUMBER CENTER # PROPERTY ADDRESS PROPERTY CITY STATE ZIP CODE - ------ -------- ---------------- ------------- ----- -------- 59414 301481 1945 Marlton Pike East Cherry Hill NJ 08003 59414 000139 600 Creek Parkway Boothwyn PA 19016 59414 301733 1141 Puerta del Sol San Clemente CA 92673 59414 301542 1802 Reston Avenue Reston VA 20190 59414 301486 356 Terryville Road Port Jefferson NY 11776 59414 301455 14750 Live Oak Fontana CA 92337 59414 301808 Sudley Manor Dr & Linton Hall Road Gainesville VA 20136 59414 000260 11562 Fishers Landing Dr Fishers IN 46038 59414 301743 Schaumburg Road & Wildflower L Schaumburg IL 60173 59414 301751 4335 Montgomery Road Naperville IL 60564 59414 301494 6140 Kruse Drive Solon OH 44139 59414 000874 917 Hampshire Rd. Westlake Village CA 91361 59414 303042 2001 Renaissance Blvd Gulph Mills PA 19406 59414 301800 SR 896 & Cann Road Bear DE 19702 59414 301728 4947 Le Chalet Blvd. Boynton Beach FL 33437 59414 301755 7380 10th Street North Oakdale MN 55128 59414 301770 2354 Fenton Street Chula Vista CA 91914 59414 301674 12404 Archer Avenue Lemont IL 60439 59414 301825 Middlecreek Pkwy & Voyager Pkwy Colorado Springs CO 80921 59414 301780 2800 Corporate Place Chanhassen MN 55317 59414 000112 400 Celebration Blvd Celebration FL 34747 59414 301767 1000 Corporate Drive Ladera Ranch CA 92694 59414 301675 1351 Palatine Road Hoffman Estates IL 60195 59414 301459 1239 Rickert Drive Naperville IL 60540 59414 301101 1101 Rose Drive Benicia CA 94510 59414 301609 1309 North Village Road Reston VA 20194 59414 301633 6696 Lancaster Pike Hockessin DE 19707 59414 301666 1197 S. Victoria Avenue Ventura CA 93003 59414 301769 40W 170 LaFox Road St. Charles IL 60175 59414 301626 5251 Las Lomas Street Long Beach CA 90815 59414 301704 136 Franklin Street Stoneham MA 02180 59414 301724 40295 Winchester Road Temecula CA 92591 59414 301714 2044 Franciscan Way West Chicago IL 60185 59414 301659 18275 N.W. West Union Road Portland OR 97229 59414 301777 1308 Greenwood Ct. Shakopee MN 55379 59414 000510 261 North Main St Middleton MA 01949 59414 301625 5100 Sedge Road Hoffman Estates IL 60192 59414 301697 420 Natoma Station Dr. Folsom CA 95630 59414 301698 7715 NE 119th Place Vancouver WA 98682 59414 301551 3987 Spring Road Moorpark CA 93021 59414 301598 130 South Atkinson Road Grayslake IL 60030 59414 301652 26 Carlisle Road Westford MA 01886 59414 301624 25189 Beacon Hill Way Laguna Niguel CA 92677 59414 301790 2460 Clare Lane NE Rochester MN 55906 59414 301727 2395 Bowes Rd. Elgin IL 60123 59414 301588 133 Cambridge Street Burlington MA 01803 59414 000187 4241 Marsh Lane Carrollton TX 75007 59414 301711 4 Continental Boulevard Merrimack NH 03054 59414 301664 1440 Balltown Road Niskayuna NY 12309 59414 301632 7 Garden Lane Londonderry NH 03053 59414 301604 4224 Harbour Pointe Blvd. Mukilteo WA 98275 59414 301730 7965 175th St. West Tinley Park IL 60477 59414 301575 60 Industrial Way East Eatontown NJ 07724 59414 000619 102 Paddock Lane West Chester PA 19383 59414 301586 20650 95th Avenue South Boca Raton FL 33434 59414 300974 1205 West Boyd Norman OK 73069 59414 301608 18500 Johnson Street Pembroke Pines FL 33029 59414 303081 64 Messenger Street Plainville MA 02762 59414 301701 518 Vischer Ferry Rd. Clifton Park NY 12065 59414 300873 400 South Abel Street Milpitas CA 95035 59414 301601 1735 Eagle Harbor Parkway Orange Park FL 32073 59414 301088 1187 Magnolia Avenue Corona CA 92879 59414 301543 3504 Russet Common Laurel MD 20724 59414 301785 20565 N. Fletcher Way Peoria AZ 85382 59414 301691 900 North McQueen Chandler AZ 85225 59414 301648 6270 Flying L.C. Lane Carlsbad CA 92008 59414 301673 2111 Fieldstone Parkway Franklin TN 37069 59414 301651 4755 Royal Vista Circle Fort Collins CO 80528 59414 301187 3320 San Felipe Road San Jose CA 95135 59414 301493 9111 High Assets Way NW Albuquerque NM 87120 59414 301741 4981 Metzler Way Castle Rock CO 80108 59414 301531 15080 Shannon Parkway Rosemount MN 55068 59414 000722 15610 Spring Creek Road Dallas TX 75248 59414 000291 10003 West Lincoln Hwy Frankfort IL 60423 59414 301752 380 West 87th Street Naperville IL 60565 59414 301622 7600 West 150th Street Overland Park KS 66223 59414 301502 9725 Middle River Drive Owings Mills MD 21117 59414 301810 110 Miles Drive Wallingford CT 06492 59414 301623 8765 Sierra College Boulevard Granite Bay CA 95661 59414 301641 1045 Opal Street Broomfield CO 80126 59414 000557 13320 Hazel Dell Parkway Carmel IN 46033 59414 000313 29 Greenspring Drive Stafford VA 22554 59414 301034 1611 Wood Creek Drive Fairfield CA 94533 59414 301434 1300 E. Frankford Road Carrollton TX 75007 59414 301795 15415 West Bell Road Surprise AZ 85374 59414 301612 1625 East Farwell Road Spokane WA 99208 59414 301378 2590 Laura Duncan Road Cary NC 27513 59414 301720 15005 SW 122nd Avenue Miami FL 33186 59414 301180 30075 Alicia Parkway Laguna Niguel CA 92677 59414 301522 1820 Southpark Drive Hoover AL 35244 59414 301580 2251 Sunset Blvd. Rocklin CA 95765 59414 071120 6109 Monona Drive Monona WI 53716 59414 303078 24 Pilgrim Hill Road Plymouth MA 02360 59414 301676 39 Wellington Road Milford CT 06460 59414 301603 304 Elm Street Monroe CT 06468 59414 301657 13445 Switzer Road Overland Park KS 66213 59414 000318 19921 Frederick Rd Germantown MD 20876 59414 301051 265 West Grant Line Road Tracy CA 95376 59414 000415 10715 Spotsylvania Ave Fredericksburg VA 22408 59414 301572 3051 Parkbrooke Circle Woodstock GA 30189 59414 300838 4655 Lassen Road Livermore CA 94551 59414 000645 14100 St Francis Blvd Ramsey MN 55303 59414 301558 9000 Fitness Lane Fishers IN 46038 59414 301487 77 Caren Avenue Worthington OH 43085 59414 301654 9314 Commerce Center Circle Highlands Ranch CO 80126 59414 301789 6670 University Avenue West Des Moines IA 50266 59414 301063 2329 Vehicle Drive Rancho Cordova CA 95670 59414 300878 3760 Brockton Drive Pleasanton CA 94588 59414 000225 6473 East Riverside Blvd. Rockford IL 61114 59414 301497 7615 Oaklandon Road Indianapolis IN 46236 59414 301715 15401 Clearbrook Street Westfield IN 46074 59414 301546 96 Neverland Drive Lewis Center OH 43035 59414 301029 4216 Stringfellow Road Chantilly VA 20151 59414 301553 200 North Ridgecrest Lane Jacksonville FL 32202 59414 000091 43083 Waxpool Road Ashburn VA 20147 59414 000523 71 Deerwood Drive Nashua NH 03060 59414 301027 5448 San Juan Avenue Citrus Heights CA 95610 59414 000090 12121 Caithness Circle Bristow VA 20136 59414 301561 11737 Seven Gables Road Symmes Township OH 45249 59414 000235 2485 South St Elgin IL 60123 59414 301039 2300 Mahogany Way Antioch CA 94509 59414 300962 35 Rotary Way Vallejo CA 94591 59414 301485 594 Chickering Road North Andover MA 01845 59414 301077 8950 France Avenue South Bloomington MN 55431 59414 000253 9310 E Guadalupe Rd Mesa AZ 85212 59414 000856 135 S Val Vista Drive Gilbert AZ 85296 59414 301721 1955 South Alama School Road Chandler AZ 85248 59414 071121 2017 Londonderry Drive Madison WI 53704 59414 301062 3536 College Boulevard Oceanside CA 92056 59414 000143 W 62 N 218 Washington Ave Cedarburg WI 53012 59414 301015 1785 Villa Avenue Clovis CA 93612 59414 300998 2825 West Rumble Road Modesto CA 95350 59414 300906 8095-B Roswell Road Dunwoody GA 30350 59414 000373 5812 Darrow Road Hudson OH 44236 59414 301030 13228 Franklin Farms Road Herndon VA 20171 59414 000099 500 S. Gilbert Road Gilbert AZ 85296 59414 300897 9735 Cuyamaca Street Santee CA 92071 59414 000142 4721 N Industrial Way Castle Rock CO 80104 59414 074022 450 College Road East Princeton NJ 08540 59414 300805 9724 Burke Lake Road Burke VA 22015 59414 301518 4050 Embassy Parkway Fairlawn OH 44333 59414 300882 10065 Paseo Montril San Diego CA 92129 59414 300858 1551 Bailey Road Concord CA 94521 59414 301181 43536 22nd Street West Lancaster CA 93536 59414 301048 1730 East Washington Street Colton CA 92324 59414 000620 7900 Parkwood Hill Blvd. Fort Worth TX 76137 59414 301412 12821 Portulaca Drive Creve Coeur MO 63146 59414 301105 10130 Rothgard Road Spring Valley CA 91977 59414 301540 13025 Louetta Road Cypress TX 77429 59414 301499 210 North Alma Road Allen TX 75013 59414 301221 10790 West Sunrise Boulevard Plantation FL 33322 59414 301076 518 North 400 West Centerville UT 84014 59414 301018 2416 West Ash Columbia MO 65203 59414 300971 7801 Mariners Drive Stockton CA 95219 59414 300976 713 North Mustang Road Mustang OK 73064 59414 000100 3085 Desert Marigold Lane Las Vegas NV 89134 59414 301523 6367 River Crossings Sylvania OH 43560 59414 302500 6955 Halcyon Park Montgomery AL 36117 59414 300820 6825 Purslane Way Citrus Heights CA 95621 59414 301103 3524 West Union Hills Drive Glendale AZ 85308 59414 000897 650 W. Wise Rd. Schaumburg IL 60194 59414 301548 W 180 N 9410 Premier Drive Menomonee Falls WI 53051 59414 301176 18525 West Soledad Canyon Road Canyon Country CA 91351 59414 300970 2140 South Euclid Avenue Ontario CA 91762 59414 301172 455 East Foothill Boulevard San Dimas CA 91773 59414 301065 3443 Nogales Street West Covina CA 91792 59414 000493 5857 Cinema Dr Milford OH 45150 59414 301818 E Germann Rd & S. Higley Rd Gilbert AZ 85297 59414 300845 10191 Foothill Boulevard Rancho Cucamong CA 91730 59414 301115 1237 Oakdale Road Modesto CA 95355 59414 300977 401 South Mustang Road Yukon OK 73099 59414 301528 9005 Forest Crossing Drive The Woodlands TX 77381 59414 301358 8887 Vintage Park Drive Sacramento CA 95828 59414 301315 4801 South West 140th Avenue Miami FL 33175 59414 300867 4920 Mack Road Sacramento CA 95823 59414 301416 3905 South Highland Avenue Downers Grove IL 60515 59414 301163 605 East Dunne Avenue Morgan Hill CA 95037 59414 300975 1812 North Eastern Ave. Moore OK 73160 59414 300861 210 South Elliot Road Chapel Hill NC 27514 59414 301490 2650 South Peek Road Katy TX 77450 59414 300874 5680 Oak Leather Drive Burke VA 22015 59414 000757 2350 Bode Rd. Schaumburg IL 60194 59414 301248 9394 Bruceville Road Elk Grove CA 95758 59414 000551 1228 W. Ogden Ave. Naperville IL 60563 59414 301681 30850 Viking Parkway Westlake OH 44145 59414 000066 1812 S. Aspen Broken Arrow OK 74012 59414 301042 3700 Red Cedar Way Lake Oswego OR 97035 59414 000224 22050 North 44th Place Phoenix AZ 85050 59414 301392 100 East Loop Road Wheaton IL 60187 59414 300938 9165 South 1300 East Sandy UT 84094 59414 301432 1505 S. Batavia Avenue Batavia IL 60510 59414 000323 8190 Oaklandon Road Indianapolis IN 46236 59414 301086 200 Whitford Hills Road Downingtown PA 19335 59414 000168 2275 Village Green Pkwy. Chesterfield MO 63017 59414 300990 1925 East County Road D Maplewood MN 55109 59414 301308 11961 Perris Boulevard Moreno Valley CA 92557 59414 000837 4960 Park Center Ave Dublin OH 43017 59414 301232 11875 Lake Newport Road Reston VA 22094 59414 000888 201 Coney St. East Walpole MA 02032 59414 300986 2180 Northeast Division Street Gresham OR 97030 59414 000150 4500 Cornell Road Blue Ash OH 45241 59414 300982 18000 Southwest Farmington Roa Aloha OR 97007 59414 000073 130 Barbers Corner Bolingbrook IL 60440 59414 300995 9328 Braddock Road Burke VA 22015 59414 301056 1410 Chambers Street Eugene OR 97402 59414 301433 6900 Preston Meadow Drive Plano TX 75024 59414 301288 725 Greenbriar Parkway Chesapeake VA 23320 59414 301279 625 Holland Street Erie PA 16501 59414 301004 4504 6th Avenue Southeast Lacey WA 98503 59414 301480 951 East Rahn Road Dayton OH 45429 59414 000539 9550 Nesbit Ferry Rd. Alpharetta GA 30022 59414 000574 14632 John Humphrey Dr. Orland Park IL 60462 59414 301073 1285 N McCarran Boulevard Sparks NV 89431 59414 000379 6800 Independence Parkway Plano TX 75023 59414 000741 8350 White Feather Ct. Lorton VA 22079 59414 000417 12781 Harbor Dr. Woodbridge VA 22192 59414 300224 211 North Henderson Road King Of Prussia PA 19406 59414 301368 27 West 151 Geneva Road Winfield IL 60190 59414 301476 1407 Parkway Plaza Drive Houston TX 77077 59414 301335 2155 North Loop Road Alameda CA 94502 59414 301126 581 Peabody Road Vacaville CA 95687 59414 301098 18685 Southwest Baseline Road Beaverton OR 97006 59414 301050 595 Centerville Road Lancaster PA 17601 59414 300833 15711 Mill Creek Boulevard Millcreek WA 98012 59414 000435 1640 Eisenhower Lane Lisle IL 60532 59414 000543 9202 N. Rockwell Oklahoma City OK 73132 59414 000748 5110 E. 71St St. South Tulsa OK 74136 59414 301094 9749 Main Street Fairfax VA 22031 59414 301090 1609 Calvary Circle Redlands CA 92373 59414 000773 4301 Silverleaf Drive Virginia Beach VA 23462 59414 000564 1919 West Queen Creek Road Chandler AZ 85248 59414 301227 44400 Foxton Avenue Lancaster CA 93535 59414 000759 3206 Skipwith Rd. Richmond VA 23229 59414 300997 2320 Yew Street Bellingham WA 98226 59414 000413 10455 N La Canada Dr Oro Valley AZ 85737 59414 301089 100 Grant Drive Moon Township PA 15108 59414 300782 23301 Olivewood Plaza Drive Moreno Valley CA 92553 59414 300960 7330 196th Street, Southwest Lynnwood WA 98036 59414 000366 6200 Howdershell Rd. Hazelwood MO 63042 59414 301280 5000 Cheryl Drive Pittsburgh PA 15237 59414 301186 17428 S.E. 272nd Street Covington WA 98042 59414 300930 318 Garrisonville Road Stafford VA 22554 59414 301829 1425 Copper Creek Drive Pleasant Hill IA 50327 59414 000540 8604 Pohick Rd. Springfield VA 22153 59414 301319 229-A Pennell Road Aston PA 19014 59414 301382 1360 West Army Trail Road Carol Stream IL 60188 59414 301038 300 Panomara Place Northeast Albuquerque NM 87123 59414 300972 1003 South Arlington Heights R Arlington Hts IL 60005 59414 000866 7819 West Chester Road West Chester OH 45069 59414 301398 1755 121st Avenue Northwest Coon Rapids MN 55448 59414 300989 2 South 726 Route 53 Glen Ellyn IL 60137 59414 301397 4308 Folsom Drive Antioch CA 94509 59414 301072 80 Cowpath Road Lansdale PA 19446 59414 301025 120 South Northern Way York PA 17402 59414 301087 2410 East Washington Street Bloomington IL 61704 59414 301242 4900 Evergreen Road Dearborn MI 48128 59414 000049 6025 Burke Commons Rd. Burke VA 22015 59414 300218 2515 East South Street Anaheim CA 92806 59414 301326 4574 Brookhaven Road Gurnee IL 60031 59414 300922 550 Cuba Road Lake Zurich IL 60047 59414 000827 11633 E. 31St St. South Tulsa OK 74145 59414 301162 4341 West Lake Sammamish Parkw Issaquah WA 98027 59414 301259 2 Kyle Street Hampton VA 23666 59414 301465 10653 N. 25th Avenue Phoenix AZ 85029 59414 000869 3660 East Inverness Mesa AZ 85206 59414 301402 390 East Maple Avenue Langhorne PA 19047 59414 301363 3129 Poplarwood Court Raleigh NC 27604 59414 301352 9105 Apple Drive Midwest City OK 73130 59414 301311 201 Radio Park Lane Brookhaven PA 19015 59414 301291 9325 Leesville Road Raleigh NC 27613 59414 301118 3560 Mitchelleville Road Bowie MD 20716 59414 301152 20845 108th Avenue Southeast Kent WA 98031 59414 300993 14725 Southeast Petrovitsky Ro Renton WA 98058 59414 301147 15212 Highway 99 Lynnwood WA 98037 59414 301104 2900 Foxchase Lane Midlothian VA 23113 59414 300987 8140 Southwest Warm Springs St Tualatin OR 97062 59414 300518 3106 North Duke Street Durham NC 27704 59414 301212 3620 Krestwood Lane Eagan MN 55123 59414 000584 4222 Clear Lake City Blvd Houston TX 77062 59414 301109 910 W.Lake Mary Blvd. Sanford FL 32773 59414 301091 201 Twin Oak Drive Penn Hills PA 15235 59414 000086 885 Cheyenne Meadows Rd Colorado Springs CO 80906 59414 301067 929 E. Palatine Road Palatine IL 60074 59414 301405 1025 Schuylkill Road Phoenixville PA 19460 59414 301327 3651 Street Road Bensalem PA 19020 59414 301141 8650 West Ballard Road Des Plaines IL 60016 59414 301111 6900 Huntington Avenue Lincoln NE 68507 59414 301373 42210 Lyndie Lane Temecula CA 92591 59414 301043 15700 South Central Avenue Oak Forest IL 60452 59414 000772 4150 S. Cloverleaf Dr. Saint Peters MO 63376 59414 301364 14301 Pinewood Drive Orland Park IL 60462 59414 301179 780 South Schoenbeck Road Wheeling IL 60090 59414 300801 2210 Kelly Blvd. Carrollton TX 75006 59414 301477 202 East Hayden Lake Road Champlin MN 55316 59414 301388 101 Heatherwood Lane Royal Palm Bch FL 33411 59414 301201 10801 Rhode Island Avenue South Bloomington MN 55438 59414 300924 150 West John Casey Road Bourbonnais IL 60914 59414 300889 2001 Bethel Road Columbus OH 43220 59414 301678 3100 State Road Cuyahoga Falls OH 44223 59414 301070 11423 West Cleveland Avenue West Allis WI 53227 59414 300809 33504 13th Place South Federal Way WA 98003 59414 301170 146 Main Street Lincoln Park NJ 07035 59414 000541 860 Turnpike St. North Andover MA 01845 59414 000159 317 Littleton Rd. Chelmsford MA 01824 59414 301483 481 Spring Street Manchester CT 06040 59414 301273 4900 Oakley's Lane Richmond VA 23231 59414 301167 800 South Arlington Heights Ro Elk Grove IL 60007 59414 301169 641 South Church Street Mount Laurel NJ 08054 59414 300983 451 Creekside Drive Vernon Hills IL 60061 59414 301353 645 Georgetown Road Wenonah NJ 08090 59414 300931 4243 Ramsey Street Fayetteville NC 28311 59414 305003 2725 Lawrenceville-Suwanee Ro Suwanee GA 30174 59414 301389 179 Boston Road North Billerica MA 01862 59414 301328 9906 South Roberts Road Palos Hills IL 60465 59414 301082 3805 Gelding Lane Olney MD 20832 59414 301054 775 North 400 East North Salt Lake UT 84054 59414 301068 410 Devonshire Drive Champaign IL 61820 59414 000829 16100 Oak Park Ave. Tinley Park IL 60477 59414 000071 2580 Baumgartner Road Oakville MO 63129 59414 301340 2240 East Parham Road Richmond VA 23228 59414 301267 929 Cedar Road Chesapeake VA 23320 59414 301229 2011 Smallwood Drive, West Waldorf MD 20603 59414 301215 6270 Sycamore Lane North Maple Grove MN 55369 59414 301161 1815 Springdale Road Cherry Hill NJ 08003 59414 301045 765 East 1200 South Orem UT 84097 59414 301064 8750 North 51st Street Brown Deer WI 53223 59414 300964 3704 Lampl Avenue Virginia Beach VA 23452 59414 000604 1001 Pump Rd. Richmond VA 23233 59414 000834 847 North St. Tewksbury MA 01876 59414 301302 4345 Maray Drive Rockford IL 61107 59414 301379 4601 Northwest 30th Street Coconut Creek FL 33063 59414 301185 3615 Lakeside Drive Reno NV 89509 59414 300959 2280 Finger Road Green Bay WI 54302 59414 300967 51209 Mound Road Shelby Township MI 48316 59414 301316 5758 Cooley Lake Road Waterford MI 48327 59414 301157 1520 Casho Mill Road Newark DE 19711 59414 000552 20 Farrar Farm Rd. Norwell MA 02061 59414 301120 4475 Highway 169 North Plymouth MN 55442 59414 070457 1320 N. Arlington Heights Rd. Arlington Heights IL 60004 59414 301390 3035 Jog Road Lake Worth FL 33467 59414 300968 1125 West Florence Avenue Peoria IL 61604 59414 000468 495 School St. Marshfield MA 02050 59414 301377 533 Washington Street South Easton MA 02375 59414 300884 745 Long Grove Drive Aurora IL 60504 59414 301079 125 East Sunset Drive Waukesha WI 53189 59414 301095 17025 South Park Avenue South Holland IL 60473 59414 301002 2605 Black Road Joliet IL 60435 59414 300978 207 E Hillcrest Drive Dekalb IL 60115 59414 301369 42111 E. Florida Avenue Hemet CA 92544 59414 301303 1550 West Diehl Road Naperville IL 60563 59414 301270 7906 South Cass Avenue Darien IL 60561 59414 301031 5110 Summit View Avenue Yakima WA 98908 59414 300953 2862 South Alma School Road Mesa AZ 85210 59414 300939 1211 Pearl Road Brunswick OH 44212 59414 300886 2415 South Centre City Parkway Escondido CA 92025 59414 000565 2869 Hunter Mill Rd. Oakton VA 22124 59414 300776 8610 Mathis Avenue Manassas VA 20110 59414 301401 2300 Bridgeport Drive Raleigh NC 27615 59414 300620 1521 Hope Mills Road Fayetteville NC 28304 59414 000002 4616 Minor Lane Alexandria VA 22312 59414 301142 1520 Main Lane Elgin IL 60123 59414 000875 8518 Bauer Drive Springfield VA 22152 59414 300800 1178 Herndon Parkway Herndon VA 20170 59414 300895 10616 Lakeshore Drive West Carmel IN 46033 59414 300828 203 Kilmayne Drive Cary NC 27511 59414 301047 12010 North 43rd Avenue Glendale AZ 85304 59414 301084 2115 Fairfax Street Eau Claire WI 54701 59414 301343 14387 Southwest 96th Street Miami FL 33186 59414 301218 4310 Barkoskie Road Jacksonville FL 32223 59414 301003 306 Torbett Street Richland WA 99352 59414 300992 1290 Holgate Drive Manchester MO 63021 59414 301341 644 Dorscher Road Orlando FL 32818 59414 301190 9600 Pines Boulevard Pembroke Pines FL 33024 59414 301813 980 South State Road 135 Greenwood IN 46143 59414 301269 44212 Cherry Hill Road Canton MI 48187 59414 301241 5757 Shannon Heights Boulevard Dublin OH 43016 59414 301066 1216 Abbe Road Elyria OH 44035 59414 301041 2263 Stantonsburg Road Greenville NC 27834 59414 300957 901 Landmark Drive Goldsboro NC 27534 59414 301380 17455 Junelle Path Lakeville MN 55044 59414 301356 18205 West Bluemound Road Brookfield WI 53045 59414 301263 113 Egg Harbor Road Sewell NJ 08080 59414 301235 12658 North Dakota Street S.W. Tigard OR 97223 59414 301237 6036 Tara Hill Drive Dublin OH 43017 59414 301281 700 Commerce Drive Moon Township PA 15108 59414 301143 1021 North Salem Drive Schaumburg IL 60194 59414 301107 1520 Old Bridge Road Woodbridge VA 22192 59414 301011 2791 Highway 10 Northeast MoundsView MN 55112 59414 300888 6123 Gum Street Alexandria VA 22310 59414 300621 2014 Fort Bragg Road Fayetteville NC 28303 59414 301158 50 South Meadowood Drive Newark DE 19711 59414 301228 8520 North West 44th Street Sunrise FL 33351 59414 301016 4229 Postal Court Pasadena MD 21122 59414 301220 43950 Garfield Road Clinton Twp. MI 48038 59414 301178 14225 Park Center Drive Laurel MD 20707 59414 301290 2524 South Parsons Avenue Seffner FL 33584 59414 301333 3220 Commerce Place West Palm Beach FL 33407 59414 301148 17701 Excelsior Boulevard Minnetonka MN 55345 59414 000382 3501 Story Road Irving TX 75062 59414 301245 8401 Baymeadows Way Jacksonville FL 32256 59414 301264 1701 West Timberlane Drive Plant City FL 33567 59414 301022 1040 Joe Buccaran Drive Slidell LA 70458 59414 301338 3580 Old Alabama Road Alpharetta GA 30022 59414 301261 1700 Corporate Drive Birmingham AL 35242 59414 301446 903 Greatwood Glen Drive Sugarland TX 77479 59414 301209 20420 Larch Way Lynnwood WA 98036 59414 301334 3160 Old Columbiana Road Hoover AL 35226 59414 000034 2215 Bethany Church Rd. Snellville GA 30039 59414 000631 2300 Soapstone Dr. Reston VA 20191 59414 301020 55 Catalina Isle Drive Merritt Island FL 32953 59414 301085 700 Three Mile Road Racine WI 53402 59414 000089 32W939 Algonquin Road Barrington Hills IL 60010 59414 301399 7221 Church Street Highland CA 92346 59414 301348 6025 Churchland Boulevard Portsmouth VA 23703 59414 301284 1540 Rodney Road York PA 17404 59414 301205 6018 Coit Avenue Northeast Grand Rapids MI 49505 59414 301160 8100 East Park Meadows Drive Littleton CO 80124 59414 301069 5230 West Loomis Road Greendale WI 53129 59414 300985 15340 West National Avenue New Berlin WI 53151 59414 300956 106 V.I.P. Drive Wexford PA 15090 59414 300917 604 Breezewood Drive Fredericksburg VA 22407 59414 300911 635 South Mildred Street Tacoma WA 98465 59414 000079 1800 Greenwood Dr. Burnsville MN 55337 59414 301217 12000 Sawgrass Village Drive Ponte Vedra Bch FL 32082 59414 301351 1317 Woodbridge Station Way Edgewood MD 21040 59414 300814 200 Forrest Drive Knightdale NC 27545 59414 000889 4503 Wade Green Rd. Acworth GA 30101 59414 301266 East 3201 26th Avenue Spokane WA 99223 59414 301313 1191 McKendree Church Road Lawrenceville GA 30043 59414 301200 12040 McCormick Road Jacksonville FL 32225 59414 301424 3115 East Southlake Boulevard Southlake TX 76092 59414 301478 10790 University Avenue North Coon Rapids MN 55448 59414 301001 6215 Stone Road Centreville VA 20120 59414 301165 2300 South Huron Parkway Ann Arbor MI 48104 59414 301005 28 Dwight Road Longmeadow MA 01106 59414 301102 3325 Vickers Drive Colorado Springs CO 80918 59414 301226 3670 Cherokee Street Kennesaw GA 30144 59414 301331 704 Hillingdon Court Virginia Beach VA 23462 59414 300229 2004 Salem Road Burlington NJ 08016 59414 301295 3245 Ulmerton Road Clearwater FL 34622 59414 301305 3500 Randall Way, Northwest Silverdale WA 98383 59414 301277 300 Alafaya Woods Boulevard Oviedo FL 32765 59414 301298 271 Rangeline Road Longwood FL 32750 59414 301254 11501 North 53rd Street Temple Terrace FL 33617 59414 301249 125 Chesterfield Lane Maumee OH 43537 59414 301010 4287 Buckman Road Alexandria VA 22309 59414 301092 4540 Dressler Road, Northwest North Canton OH 44718 59414 300999 55 South Cleveland Avenue Westerville OH 43081 59414 300941 5201 Alderson Street Schofield WI 54476 59414 300915 435 Demott Lane Somerset NJ 08873 59414 300227 204 Madison Avenue Lumberton NJ 08060 59414 000727 106 Free Ct. Sterling VA 20164 59414 300900 1810 East Southern Avenue Mesa AZ 85204 59414 301153 38620 Nine Mile Road Northville MI 48167 59414 301166 28715 18th Avenue South Federal Way WA 98003 59414 301175 2120 West Liddell Road Duluth GA 30136 59414 300914 915 Hazelwood Road Toms River NJ 08753 59414 301139 4304 Bell Shoals Road Valrico FL 33594 59414 301196 129 Denow Road Lawrenceville NJ 08648 59414 300222 6 School Lane Folcroft PA 19032 59414 301336 3811 Grandview Street Gig Harbor WA 98335 59414 300216 3270 East Bay Drive Largo FL 33771 59414 301223 5225 Matlock Road Arlington TX 76018 59414 300963 3199 Custer Drive Lexington KY 40517 59414 301171 416 Mall Drive South Lansing MI 48917 59414 300226 245 Leonardville Road Belford NJ 07718 59414 301130 7901 Fordson Road Alexandria VA 22306 59414 301156 110 Willowdale Drive Frederick MD 21702 59414 300860 3703 University Drive Durham NC 27707 59414 300219 4514 North Lark Ellen Avenue Los Angeles CA 91722 59414 301198 4141 S.W. GreenOaks Blvd. Arlington TX 76017 59414 301159 6477 Centennial Drive Reynoldsburg OH 43068 59414 300844 7901 Rolling Road Springfield VA 22153 59414 300926 60 Plaza Street Leesburg VA 20176 59414 300107 2205 Poplar Point Road Virginia Beach VA 23454 59414 000449 12455 62Nd Pl. North Maple Grove MN 55369 59414 301078 4080 North Calhoun Road Brookfield WI 53005 59414 000900 24717 Oakhurst Dr. Spring TX 77386 59414 301071 9500 Monroe Road Charlotte NC 28270 59414 301132 1024 Spring Villas Way Winter Springs FL 32708 59414 071230 7915 E. Rockhill Wichita KS 67206 59414 301117 4901 Silver Spring Road Perry Hall MD 21128 59414 300862 875 Promontory Place Southeast Salem OR 97302 59414 301006 2018 Naamans Road Wilmington DE 19810 59414 071231 9500 E. Boston Wichita KS 67207 59414 071234 836 N Andover Rd Andover KS 67002 59414 000749 6434 S. Congress Austin TX 78745 59414 300937 2407 South Oneida Street Appleton WI 54915 59414 300902 16915 Southeast Naegeli Drive Portland OR 97236 59414 300854 6222 Fairview Avenue Downers Grove IL 60516 59414 301257 5424 Orchard Street West University Place WA 98467 59414 301244 610 West South Boundary Street Perrysburg OH 43551 59414 301193 625 Executive Park Court Apopka FL 32703 59414 301026 598 Aldrich Road Howell NJ 07731 59414 300943 4515 Lower Terrace Circle Nort Albuquerque NM 87111 59414 000877 3501 Highland Place Westminster CO 80031 59414 301383 143 Pascone Place Newington CT 06111 59414 301211 8650 West Forest Home Avenue Greenfield WI 53228 59414 301138 15609 Premiere Drive Tampa FL 33624 59414 301046 113 Forest Lakes Boulevard Sou Oldsmar FL 34677 59414 301096 205 Elton Adelphia Freehold NJ 07728 59414 300832 293 Gordon's Corner Road Manalapan NJ 07726 59414 300881 5801 Watauga Road Watauga TX 76148 59414 000344 801 Locust St. Herndon VA 20170 59414 300106 3740 Holland Road Virginia Beach VA 23452 59414 301028 2812 North Holland Sylvania Ro Toledo OH 43615 59414 301035 1101 South Taylor Street Green Bay WI 54304 59414 300842 110 Royal Street Bryan TX 77801 59414 301124 1641 Liberty Road Eldersburg MD 21784 59414 300044 5135 Coolidge Highway Troy MI 48098 59414 300991 16 North Huntington Street Kennewick WA 99336 59414 300551 3 Britton Place Voorhees NJ 08043 59414 300519 1 Tenby Chase Drive Delran NJ 08075 59414 300928 8098 Glen Lane Eden Prairie MN 55344 59414 301274 10650 South Park Glenn Way Parker CO 80138 59414 300880 2680 Sawbury Boulevard Columbus OH 43235 59414 301297 2380 Powder Springs Road Marietta GA 30064 59414 301177 7402 East 82nd Street Indianapolis IN 46256 59414 300909 1400 Hill Road Geneva IL 60134 59414 300548 7691 145th Street W. Apple Valley MN 55124 59414 000304 3278 Holland Rd. Virginia Beach VA 23456 59414 301019 3706 South 12th Street Sheboygan WI 53081 59414 300221 525 New Rodgers Road Bristol PA 19007 59414 300848 75 East Cedar Fork Road Richmond VA 23223 59414 300727 5220 Irving Street Metairie LA 70006 59414 300966 1025 East Lake Cook Road Wheeling IL 60090 59414 301419 106 Meadow Parkway League City TX 77573 59414 300835 14 Berkshire Drive Crystal Lake IL 60014 59414 301278 4575 West Lake Road Erie PA 16505 59414 000019 2225 Browning Arlington TX 76010 59414 300892 1875 Prairie Street Saint Charles IL 60174 59414 300876 283 Peninsula Farm Road Arnold MD 21012 59414 301049 22129 Kingsland Boulevard Katy TX 77450 59414 301123 1801 East College Avenue South Milwaukee WI 53172 59414 300228 4430 River Road Pennsauken NJ 08110 59414 000277 10406 N. 51St Ave. Glendale AZ 85302 59414 301154 125 Latimer Lane Weatogue CT 06089 59414 301323 14777 El Camino Real Houston TX 77062 59414 301349 10715 West Park Place Milwaukee WI 53224 59414 301317 7126 Old Sauk Road Madison WI 53717 59414 301100 5 Skeet Road Medford NJ 08055 59414 301061 8050 Rockenbach Road Hanover MD 21076 59414 300935 6420 College Road Lisle IL 60532 59414 300940 4621 Crossborough Road Virginia Beach VA 23455 59414 300877 7061 Wayside Drive Mentor OH 44060 59414 300834 2901 Kensington Parkway Abingdon MD 21009 59414 300502 223 West Millbrook Road Raleigh NC 27609 59414 300354 1118 East Maynard Road Cary NC 27511 59414 300865 1470 Bloomingdale Road Glendale Hghts IL 60139 59414 000533 16901 Lassen St. Los Angeles CA 91343 59414 300944 975 South Kipling Parkway Lakewood CO 80226 59414 301080 14733 Clayton Road Ballwin MO 63011 59414 300969 2654 State Road 434 West Longwood FL 32779 59414 300827 7924 Brooklyn Boulevard Brooklyn Park MN 55445 59414 300380 18 Central Avenue Matteson IL 60443 59414 301174 701 West 114th Avenue Northglenn CO 80234 59414 300850 400 Southeast 120th Avenue Vancouver WA 98684 59414 300733 1190 Stone Drive Harrison OH 45030 59414 300578 450 Larchmont Boulevard Mount Laurel NJ 08054 59414 300947 400 Old Abers Creek Road Plum Borough PA 15239 59414 301207 6525 Custer Road Plano TX 75023 59414 301355 2255 Williams Trace Boulevard Sugarland TX 77478 59414 300235 3712 West End Drive Richmond VA 23294 59414 300996 4059 West 11th Street Greeley CO 80634 59414 300852 226 Meadowfield Drive Rochester Hills MI 48307 59414 300950 200 Riverside Park Drive Indian Harbor B FL 32937 59414 070456 3855 North Elston Chicago IL 60618 59414 300822 13777 15 Mile Road Sterling Height MI 48312 59414 301246 1121 Greenway Circle Irving TX 75038 59414 300556 10851 Jefferson Street Northea Blaine MN 55434 59414 300952 11349 Greenwell Springs Road Baton Rouge LA 70814 59414 300821 33300 Ryan Road Sterling Height MI 48310 59414 301136 488 Jumpers Hole Road Severna Park MD 21146 59414 300908 1040 Clifton Road Bethel Park PA 15102 59414 300898 15816 116th Avenue N.E. Bothell WA 98011 59414 300887 4250 Gunn Highway Tampa FL 33618 59414 300383 15110 Windsor Drive Orland Park IL 60462 59414 301679 111 5th Street SE Barberton OH 44203 59414 301093 1320 Beville Road Daytona Beach FL 32114 59414 301021 #2 Atlantic Court Atlantic Beach FL 32233 59414 300934 151 Sagebrush Trail Ormond Beach FL 32174 59414 300879 2001 Hard Road Columbus OH 43235 59414 300885 6520 102nd Avenue North Pinellas Park FL 33782 59414 300793 2701 Barna Avenue Titusville FL 32780 59414 300839 1711 Village Drive College Station TX 77840 59414 300738 1184 Witt Road Cincinnati OH 45255 59414 000655 6424 Raines Rd. Memphis TN 38115 59414 300871 25400 Pacific Highway South Kent WA 98032 59414 300792 2220 Wickham Road Melbourne FL 32935 59414 300806 111 Tango Avenue Northeast Palm Bay FL 32907 59414 300913 3800 Basswood Boulevard Fort Worth TX 76137 59414 000893 4344 Winchester Rd. Memphis TN 38118 59414 300525 35 Broadacres Drive Clementon NJ 08021 59414 300907 2901 Ridge Road South Park PA 15129 59414 300774 3225 Holiday Springs Boulevard Margate FL 33064 59414 300920 4035 Goldenrod Road Winter Park FL 32792 59414 073004 3 Mill Street Pittston PA 18640 59414 301283 3701 Vartan Way Harrisburg PA 17110 59414 300803 15990 Elm Street Omaha NE 68130 59414 300891 6726 Raymond Road Madison WI 53711 59414 300851 123 31st Avenue SE Puyallup WA 98374 59414 301037 1990 Main Street Dunedin FL 34698 59414 300223 989 Quentin Road Lebanon PA 17042 59414 300949 1074 Governour's Square Drive Centerville OH 45458 59414 300932 1785 West 7888 South West Jordan UT 84088 59414 300921 7597 Concord Lane, Northeast Bremerton WA 98311 59414 300813 10450 Southeast 253rd Place Kent WA 98031 59414 300811 2916 Auburn Way North Auburn WA 98002 59414 300791 4050 South Torrey Pines Drive Las Vegas NV 89103 59414 300533 10 Southwest 75th Street Gainesville FL 32607 59414 300790 1205 Hylton Heights Road Manhattan KS 66502 59414 301007 1188 O'Neal Lane Baton Rouge LA 70816 59414 000485 1531 Texas Pkwy. Missouri City TX 77459 59414 301307 2941 Ridgeway Road Memphis TN 38115 59414 300818 2258 Hillcrest Road Mobile AL 36695 59414 300658 151 Low Street Newburyport MA 01950 59414 300670 683 Pleasant Street East Weymouth MA 02189 59414 300379 260 North Merchants Drive Oswego IL 60543 59414 301247 494 Chapel Road South Windsor CT 06074 59414 300942 4040 Acushnet Drive Corpus Christi TX 78413 59414 300737 9959 Arborwood Drive Cincinnati OH 45251 59414 301403 1752 West Lamar Alexander Park Maryville TN 37801 59414 300152 505 12th Avenue Southeast Norman OK 73071 59414 301129 2616 Harwood Road Bedford TX 76021 59414 301009 15170 Judson Road San Antonio TX 78247 59414 301268 205 Bedford Way Franklin TN 37064 59414 301233 6000 Bartlett Center Drive Bartlett TN 38134 59414 300301 3971 West 178th Place Country Club Hl IL 60478 59414 300923 53 Milford Road Hudson OH 44236 59414 301255 771 Walnut Knoll Lane Cordova TN 38018 59414 300872 391 Meeting House Road Bridgeville PA 15017 59414 300936 2611 Wilhite Drive Lexington KY 40503 59414 300925 25 Country Woods Drive Indianapolis IN 46217 59414 000490 2526 Walnut Bend Houston TX 77042 59414 300819 2333 Crestline Drive Lawrence KS 66047 59414 000061 7828 Bellfort Houston TX 77061 59414 301195 6601 East W.T. Harris Boulevard Charlotte NC 28215 59414 301150 3349 Big Springs Road Garland TX 75044 59414 300945 9501 West Coal Mine Avenue Littleton CO 80123 59414 300671 225 Washington Street Woburn MA 01801 59414 300868 1321 Freedom Road Cranberry Township PA 16066 59414 300901 1561 Henthorne Drive Maumee OH 43537 59414 000548 1321 Northwest Highway Garland TX 75041 59414 000813 4715 S. 12th St. Tacoma WA 98405 59414 300910 610 West Shasta Way Spokane WA 99208 59414 300830 422 North Mullan Road Spokane Valley WA 99206 59414 301260 1025 Jackson Road Goodlettsville TN 37072 59414 300955 8895 Norwin Avenue N. Huntingdon PA 15642 59414 300912 3890 Northridge Drive Rockford IL 61114 59414 300342 4934 Webb Road Tampa FL 33615 59414 300870 190 Northland Drive Medina OH 44256 59414 300837 2108 East Locust Street Davenport IA 52803 59414 300905 1250 Elliott Drive Middletown OH 45044 59414 300954 980 North Main Street Greensburg PA 15601 59414 300863 South 205 Sullivan Road Veradale WA 99037 59414 300896 1100 Rocky Mountain Way Fort Collins CO 80526 59414 300331 1420 Taney Avenue Frederick MD 21701 59414 300764 1139 South Alkire Street Lakewood CO 80228 59414 301272 410 Swiss Avenue Nashville TN 37211 59414 301059 821 North Woods Chapel Road Blue Springs MO 64015 59414 300309 401 South 40th Avenue Hattiesburg MS 39402 59414 300841 4351 Carter Creek Parkway Bryan TX 77802 59414 300371 1100 Lyndon Lane Louisville KY 40222 59414 301208 138 Maple Row Boulevard Hendersonville TN 37075 59414 000719 25761 Greenfield Rd. Southfield MI 48075 59414 000023 6255 Simms St. Arvada CO 80004 59414 000455 1204 Mesa Rd. Colorado Springs CO 80904 59414 000063 937 Bunker Hill Houston TX 77024 59414 301164 11501 Toepperwein Road San Antonio TX 78233 59414 300170 1404 South Highway 7 Blue Springs MO 64015 59414 300674 201 Cooley Street Springfield MA 01128 59414 300215 6603 Idlewild Road Charlotte NC 28212 59414 300184 3107 Cook Road St. Joseph MO 64506 59414 305011 2986 Victoria Street Bettendorf IA 52722 59414 300815 3316 Blackhawk Road Rock Island IL 61201 59414 300665 832 Lynn Fells Parkway Melrose MA 02176 59414 000361 4771 Andrew Jackson Pkwy. Hermitage TN 37076 59414 300725 7460 Kimberly Boulevard N. Lauderdale FL 33068 59414 300345 699 Pointe South Parkway Jonesboro GA 60236 59414 300951 10711 Millridge North Drive Houston TX 77070 59414 300021 750 Loder Street Prattville AL 36067 59414 300864 8787 Timber Path San Antonio TX 78250 59414 000213 12525 Whittington Dr. Houston TX 77077 59414 000262 29375 Halsted Rd. Farmington Hills MI 48331 59414 000161 16610 Sea Lark Rd. Houston TX 77062 59414 300847 8980 Guilbeau Road San Antonio TX 78250 59414 300869 103 North Fountain Park Drive Allen TX 75002 59414 301258 8908 Bluegrass Road Knoxville TN 37922 59414 300056 20675 Silver Springs Drive Northville MI 48167 59414 300829 8703 Antoine Drive Houston TX 77088 59414 000633 4012 Adair Ave. North Robbinsdale MN 55422 59414 300065 3025 Buckboard Road Montgomery AL 36116 59414 300689 73 Harrington Road Framingham MA 01701 59414 300545 5900 Northwest Prairie View Kansas City MO 64151 59414 000547 2174 S. 96th St. West Allis WI 53227 59414 000068 592 Bell Rd. Antioch TN 37013 59414 070220 1544 Byam Road Cheshire CT 06410 59414 300788 6826 Everhardt Road Corpus Christi TX 78413 59414 070210 Route 25 Brookfield CT 06804 59414 301033 3410 Garth Road Baytown TX 77521 59414 300802 14614 Wallisville Road Houston TX 77049 59414 000637 27975 Eureka Rd. Romulus MI 48174 59414 300859 7702 Fairbanks North Houston Houston TX 77040 59414 300375 4630 Nelson Road Lake Charles LA 70605 59414 300195 12002 Beamer Road Houston TX 77089 59414 300160 8643 Raytown Road Raytown MO 64138 59414 301023 4305 Mustang Avenue Rosenberg TX 77471 59414 300771 2911 Wood River Drive Spring TX 77373 59414 300563 4706 Broadmoor Drive Meridian MS 39305 59414 000230 1875 Ebert Ave. Kettering OH 45439 59414 300297 1239 Sloan Street Murfreesboro TN 37130 59414 300210 9200 Gulf Park Drive Knoxville TN 37923 59414 071233 1300 N. State St. Augusta KS 67010 - ----------------------------------------------------------------------------------------------------------------------------------- 59414 Various Various Various Various Various =================================================================================================================================== ORIGINAL BALANCE YEAR TTM LOAN PRINCIPAL AT OPENED/YEAR UTILIZATION UTILIZATION DATE NUMBER CENTER # BALANCE CUTOFF BALANCE MATURITY BUILT RATE MOST RECENT - ------ -------- ------- -------------- -------- ----- ---- ----------- 59414 301481 554,644.20 554,644.20 477,825.98 1995 41.6% 10/1/2005 59414 000139 503,603.32 503,603.32 433,854.26 2000 72.5% 10/1/2005 59414 301733 502,242.23 502,242.23 432,681.68 2002 39.6% 10/1/2005 59414 301542 476,381.52 476,381.52 410,402.68 1999 70.4% 10/1/2005 59414 301486 455,965.17 455,965.17 392,813.99 1995 49.5% 10/1/2005 59414 301455 439,624.90 439,624.90 378,736.85 1994 39.0% 10/1/2005 59414 301808 438,271.00 438,271.00 377,570.47 2005 0.0% 10/1/2005 59414 000260 436,909.91 436,909.91 376,397.89 1999 46.2% 10/1/2005 59414 301743 435,548.82 435,548.82 375,225.31 2002 71.5% 10/1/2005 59414 301751 435,548.82 435,548.82 375,225.31 2001 64.1% 10/1/2005 59414 301494 435,548.82 435,548.82 375,225.31 1996 41.2% 10/1/2005 59414 000874 427,382.28 427,382.28 368,189.83 1974 79.1% 10/1/2005 59414 303042 423,048.74 423,048.74 364,456.49 2001 83.0% 10/1/2005 59414 301800 421,937.92 421,937.92 363,499.52 NAV 36.3% 10/1/2005 59414 301728 421,937.92 421,937.92 363,499.52 2002 90.8% 10/1/2005 59414 301755 418,535.19 418,535.19 360,568.07 2002 66.9% 10/1/2005 59414 301770 412,410.29 412,410.29 355,291.46 2003 65.9% 10/1/2005 59414 301674 408,327.02 408,327.02 351,773.73 2000 65.3% 10/1/2005 59414 301825 408,327.02 408,327.02 351,773.73 NAV 0.0% 10/1/2005 59414 301780 408,327.02 408,327.02 351,773.73 2003 48.6% 10/1/2005 59414 000112 405,124.26 405,124.26 349,014.55 2000 60.7% 10/1/2005 59414 301767 403,567.20 403,567.20 347,673.14 2003 64.0% 10/1/2005 59414 301675 401,521.57 401,521.57 345,910.83 2001 62.4% 10/1/2005 59414 301459 401,521.57 401,521.57 345,910.83 1994 60.0% 10/1/2005 59414 301101 401,521.57 401,521.57 345,910.83 1986 60.9% 10/1/2005 59414 301609 394,716.12 394,716.12 340,047.94 2001 58.8% 10/1/2005 59414 301633 391,313.39 391,313.39 337,116.49 2001 61.2% 10/1/2005 59414 301666 390,371.19 390,371.19 336,304.78 2003 51.9% 10/1/2005 59414 301769 388,377.27 388,377.27 334,587.02 2003 45.1% 10/1/2005 59414 301626 385,188.49 385,188.49 331,839.88 2000 52.7% 10/1/2005 59414 301704 381,772.05 381,772.05 328,896.62 2003 66.8% 10/1/2005 59414 301724 381,449.98 381,449.98 328,619.16 2002 42.1% 10/1/2005 59414 301714 381,105.22 381,105.22 328,322.15 2003 39.8% 10/1/2005 59414 301659 381,105.22 381,105.22 328,322.15 2001 62.7% 10/1/2005 59414 301777 377,846.76 377,846.76 325,514.98 2002 71.8% 10/1/2005 59414 000510 377,766.67 377,766.67 325,445.99 2000 44.1% 10/1/2005 59414 301625 374,299.77 374,299.77 322,459.25 2000 50.9% 10/1/2005 59414 301697 373,492.80 373,492.80 321,764.05 2002 84.6% 10/1/2005 59414 301698 370,216.50 370,216.50 318,941.51 2001 58.4% 10/1/2005 59414 301551 368,694.64 368,694.64 317,630.43 1998 57.4% 10/1/2005 59414 301598 367,502.16 367,502.16 316,603.11 1999 40.7% 10/1/2005 59414 301652 367,350.20 367,350.20 316,472.20 2004 44.4% 10/1/2005 59414 301624 364,670.37 364,670.37 314,163.52 2000 44.5% 10/1/2005 59414 301790 364,541.36 364,541.36 314,052.38 2004 64.0% 10/1/2005 59414 301727 360,905.22 360,905.22 310,919.85 2002 57.8% 10/1/2005 59414 301588 353,883.42 353,883.42 304,870.57 2001 77.5% 10/1/2005 59414 000187 353,883.42 353,883.42 304,870.57 2002 49.8% 10/1/2005 59414 301711 353,883.42 353,883.42 304,870.57 2000 41.2% 10/1/2005 59414 301664 353,286.90 353,286.90 304,356.66 2002 53.8% 10/1/2005 59414 301632 352,409.04 352,409.04 303,600.39 2001 68.6% 10/1/2005 59414 301604 349,800.15 349,800.15 301,352.83 2000 42.0% 10/1/2005 59414 301730 349,011.07 349,011.07 300,673.04 2001 62.6% 10/1/2005 59414 301575 347,077.96 347,077.96 299,007.66 1999 39.5% 10/1/2005 59414 000619 346,323.63 346,323.63 298,357.81 1999 54.3% 10/1/2005 59414 301586 344,412.31 344,412.31 296,711.21 2001 48.5% 10/1/2005 59414 300974 341,628.51 341,628.51 294,312.96 1984 51.1% 10/1/2005 59414 301608 340,480.29 340,480.29 293,323.77 2001 44.8% 10/1/2005 59414 303081 340,272.51 340,272.51 293,144.77 2005 10.2% 10/1/2005 59414 301701 340,272.51 340,272.51 293,144.77 2001 67.3% 10/1/2005 59414 300873 340,272.51 340,272.51 293,144.77 1985 73.5% 10/1/2005 59414 301601 336,375.70 336,375.70 289,787.67 2000 65.8% 10/1/2005 59414 301088 336,189.24 336,189.24 289,627.03 1986 66.8% 10/1/2005 59414 301543 334,794.84 334,794.84 288,425.75 1999 61.4% 10/1/2005 59414 301785 333,467.06 333,467.06 287,281.87 2003 58.8% 10/1/2005 59414 301691 333,467.06 333,467.06 287,281.87 2001 54.7% 10/1/2005 59414 301648 333,467.06 333,467.06 287,281.87 2001 54.5% 10/1/2005 59414 301673 333,467.06 333,467.06 287,281.87 2000 59.3% 10/1/2005 59414 301651 333,467.06 333,467.06 287,281.87 2000 51.3% 10/1/2005 59414 301187 333,467.06 333,467.06 287,281.87 1987 77.5% 10/1/2005 59414 301493 331,412.00 331,412.00 285,511.44 1996 73.5% 10/1/2005 59414 301741 331,193.18 331,193.18 285,322.92 2004 70.5% 10/1/2005 59414 301531 329,383.79 329,383.79 283,764.14 1998 62.3% 10/1/2005 59414 000722 328,022.70 328,022.70 282,591.56 1982 34.4% 10/1/2005 59414 000291 327,820.33 327,820.33 282,417.21 2001 60.2% 10/1/2005 59414 301752 327,818.11 327,818.11 282,415.30 2001 47.0% 10/1/2005 59414 301622 327,441.15 327,441.15 282,090.55 2000 57.8% 10/1/2005 59414 301502 326,661.61 326,661.61 281,418.98 1996 85.7% 10/1/2005 59414 301810 326,661.61 326,661.61 281,418.98 2005 15.5% 10/1/2005 59414 301623 326,661.61 326,661.61 281,418.98 2000 60.2% 10/1/2005 59414 301641 326,661.61 326,661.61 281,418.98 2000 61.5% 10/1/2005 59414 000557 326,502.95 326,502.95 281,282.29 2002 74.7% 10/1/2005 59414 000313 325,966.24 325,966.24 280,819.92 1997 66.1% 10/1/2005 59414 301034 324,619.98 324,619.98 279,660.11 1985 47.5% 10/1/2005 59414 301434 323,939.43 323,939.43 279,073.82 1993 49.7% 10/1/2005 59414 301795 321,461.99 321,461.99 276,939.50 2004 68.8% 10/1/2005 59414 301612 319,209.78 319,209.78 274,999.23 2000 44.9% 10/1/2005 59414 301378 318,858.92 318,858.92 274,696.96 2000 36.9% 10/1/2005 59414 301720 315,845.62 315,845.62 272,101.00 2002 72.7% 10/1/2005 59414 301180 315,772.89 315,772.89 272,038.34 1987 37.3% 10/1/2005 59414 301522 314,748.17 314,748.17 271,155.55 1997 47.4% 10/1/2005 59414 301580 313,050.71 313,050.71 269,693.19 1999 65.9% 10/1/2005 59414 071120 313,050.71 313,050.71 269,693.19 NAV 53.6% 10/1/2005 59414 303078 313,050.71 313,050.71 269,693.19 2004 86.0% 10/1/2005 59414 301676 313,050.71 313,050.71 269,693.19 2002 75.8% 10/1/2005 59414 301603 313,050.71 313,050.71 269,693.19 2002 91.1% 10/1/2005 59414 301657 313,050.71 313,050.71 269,693.19 2000 67.1% 10/1/2005 59414 000318 313,050.71 313,050.71 269,693.19 1999 53.7% 10/1/2005 59414 301051 313,050.71 313,050.71 269,693.19 1985 82.4% 10/1/2005 59414 000415 311,741.65 311,741.65 268,565.43 1997 53.2% 10/1/2005 59414 301572 311,507.30 311,507.30 268,363.54 1999 40.0% 10/1/2005 59414 300838 311,009.08 311,009.08 267,934.32 1985 56.7% 10/1/2005 59414 000645 307,637.99 307,637.99 265,030.13 1997 45.7% 10/1/2005 59414 301558 306,245.26 306,245.26 263,830.29 1998 59.3% 10/1/2005 59414 301487 306,245.26 306,245.26 263,830.29 1995 62.1% 10/1/2005 59414 301654 306,064.89 306,064.89 263,674.90 2000 56.7% 10/1/2005 59414 301789 304,055.86 304,055.86 261,944.12 2003 90.8% 10/1/2005 59414 301063 303,819.91 303,819.91 261,740.85 1986 61.8% 10/1/2005 59414 300878 302,842.54 302,842.54 260,898.85 1984 99.1% 10/1/2005 59414 000225 302,440.86 302,440.86 260,552.80 1999 93.1% 10/1/2005 59414 301497 300,800.90 300,800.90 259,139.98 1996 42.5% 10/1/2005 59414 301715 300,729.54 300,729.54 259,078.50 2001 34.9% 10/1/2005 59414 301546 299,439.81 299,439.81 257,967.40 1998 70.4% 10/1/2005 59414 301029 299,439.81 299,439.81 257,967.40 2000 75.0% 10/1/2005 59414 301553 299,439.81 299,439.81 257,967.40 1998 41.1% 10/1/2005 59414 000091 299,439.81 299,439.81 257,967.40 1998 65.1% 10/1/2005 59414 000523 299,439.81 299,439.81 257,967.40 1997 55.3% 10/1/2005 59414 301027 299,439.81 299,439.81 257,967.40 1985 71.1% 10/1/2005 59414 000090 297,518.58 297,518.58 256,312.26 1998 89.0% 10/1/2005 59414 301561 296,880.93 296,880.93 255,762.92 1999 42.9% 10/1/2005 59414 000235 296,037.09 296,037.09 255,035.95 1996 66.3% 10/1/2005 59414 301039 294,943.79 294,943.79 254,094.08 1985 72.6% 10/1/2005 59414 300962 294,453.35 294,453.35 253,671.56 1985 87.2% 10/1/2005 59414 301485 292,634.36 292,634.36 252,104.50 1995 72.7% 10/1/2005 59414 301077 292,634.36 292,634.36 252,104.50 1985 77.4% 10/1/2005 59414 000253 290,153.61 290,153.61 249,967.34 2002 47.1% 10/1/2005 59414 000856 289,912.18 289,912.18 249,759.34 1999 48.8% 10/1/2005 59414 301721 289,231.64 289,231.64 249,173.06 2001 70.0% 10/1/2005 59414 071121 288,551.09 288,551.09 248,586.76 NAV 54.2% 10/1/2005 59414 301062 288,551.09 288,551.09 248,586.76 1985 59.8% 10/1/2005 59414 000143 286,283.67 286,283.67 246,633.38 1995 62.5% 10/1/2005 59414 301015 285,828.91 285,828.91 246,241.61 1985 55.1% 10/1/2005 59414 300998 285,828.91 285,828.91 246,241.61 1985 55.1% 10/1/2005 59414 300906 285,828.91 285,828.91 246,241.61 1985 46.5% 10/1/2005 59414 000373 285,029.88 285,029.88 245,553.24 1998 74.3% 10/1/2005 59414 301030 284,905.94 284,905.94 245,446.47 1986 40.7% 10/1/2005 59414 000099 284,647.03 284,647.03 245,223.42 2000 62.5% 10/1/2005 59414 300897 284,176.81 284,176.81 244,818.32 1985 77.1% 10/1/2005 59414 000142 283,062.99 283,062.99 243,858.77 2003 62.6% 10/1/2005 59414 074022 281,745.64 281,745.64 242,723.87 NAV 70.6% 10/1/2005 59414 300805 280,384.55 280,384.55 241,551.29 1983 114.9% 10/1/2005 59414 301518 279,023.46 279,023.46 240,378.71 1997 53.0% 10/1/2005 59414 300882 278,218.45 278,218.45 239,685.19 1985 58.6% 10/1/2005 59414 300858 277,662.37 277,662.37 239,206.13 1984 58.2% 10/1/2005 59414 301181 276,795.88 276,795.88 238,459.65 1988 60.7% 10/1/2005 59414 301048 276,301.28 276,301.28 238,033.55 1985 59.1% 10/1/2005 59414 000620 274,868.72 274,868.72 236,799.40 2000 37.0% 10/1/2005 59414 301412 274,574.70 274,574.70 236,546.10 1996 48.2% 10/1/2005 59414 301105 273,284.47 273,284.47 235,434.57 1987 57.5% 10/1/2005 59414 301540 273,171.98 273,171.98 235,337.66 1998 30.5% 10/1/2005 59414 301499 272,491.19 272,491.19 234,751.16 1996 46.9% 10/1/2005 59414 301221 272,218.01 272,218.01 234,515.82 1989 49.7% 10/1/2005 59414 301076 272,218.01 272,218.01 234,515.82 1986 37.1% 10/1/2005 59414 301018 272,218.01 272,218.01 234,515.82 1983 47.2% 10/1/2005 59414 300971 272,218.01 272,218.01 234,515.82 1985 68.0% 10/1/2005 59414 300976 272,218.01 272,218.01 234,515.82 1984 74.5% 10/1/2005 59414 000100 272,218.01 272,218.01 234,515.82 2000 79.0% 10/1/2005 59414 301523 272,218.01 272,218.01 234,515.82 1997 55.2% 10/1/2005 59414 302500 272,218.01 272,218.01 234,515.82 1994 38.0% 10/1/2005 59414 300820 272,218.01 272,218.01 234,515.82 1984 52.1% 10/1/2005 59414 301103 270,789.03 270,789.03 233,284.75 1988 46.9% 10/1/2005 59414 000897 270,722.31 270,722.31 233,227.27 1984 84.0% 10/1/2005 59414 301548 269,495.83 269,495.83 232,170.66 1998 45.4% 10/1/2005 59414 301176 268,134.74 268,134.74 230,998.08 1987 68.5% 10/1/2005 59414 300970 267,585.29 267,585.29 230,524.73 1985 39.7% 10/1/2005 59414 301172 266,773.65 266,773.65 229,825.50 1987 43.0% 10/1/2005 59414 301065 263,581.28 263,581.28 227,075.27 1986 37.6% 10/1/2005 59414 000493 262,835.68 262,835.68 226,432.94 1997 64.6% 10/1/2005 59414 301818 262,009.84 262,009.84 225,721.48 NAV 0.0% 10/1/2005 59414 300845 261,329.29 261,329.29 225,135.18 1984 45.8% 10/1/2005 59414 301115 261,291.15 261,291.15 225,102.33 1988 67.4% 10/1/2005 59414 300977 261,280.29 261,280.29 225,092.97 1984 56.4% 10/1/2005 59414 301528 260,092.63 260,092.63 224,069.80 1998 25.9% 10/1/2005 59414 301358 259,494.88 259,494.88 223,554.84 1990 74.9% 10/1/2005 59414 301315 258,607.11 258,607.11 222,790.03 1989 61.6% 10/1/2005 59414 300867 258,607.11 258,607.11 222,790.03 1984 60.3% 10/1/2005 59414 301416 258,607.11 258,607.11 222,790.03 1992 57.9% 10/1/2005 59414 301163 258,607.11 258,607.11 222,790.03 1987 64.5% 10/1/2005 59414 300975 258,607.11 258,607.11 222,790.03 1984 40.4% 10/1/2005 59414 300861 258,607.11 258,607.11 222,790.03 1984 66.0% 10/1/2005 59414 301490 257,342.84 257,342.84 221,700.86 1995 32.4% 10/1/2005 59414 300874 255,884.93 255,884.93 220,444.87 1984 46.5% 10/1/2005 59414 000757 255,789.84 255,789.84 220,362.95 1983 72.6% 10/1/2005 59414 301248 255,627.40 255,627.40 220,223.01 1989 69.1% 10/1/2005 59414 000551 254,801.18 254,801.18 219,511.22 1983 64.5% 10/1/2005 59414 301681 254,117.42 254,117.42 218,922.16 2000 62.0% 10/1/2005 59414 000066 252,839.62 252,839.62 217,821.33 1980 73.0% 10/1/2005 59414 301042 252,630.72 252,630.72 217,641.37 1985 38.4% 10/1/2005 59414 000224 251,801.66 251,801.66 216,927.13 2000 64.8% 10/1/2005 59414 301392 251,801.66 251,801.66 216,927.13 1990 43.0% 10/1/2005 59414 300938 251,801.66 251,801.66 216,927.13 1985 48.4% 10/1/2005 59414 301432 251,498.36 251,498.36 216,665.84 1993 44.0% 10/1/2005 59414 000323 249,818.34 249,818.34 215,218.50 1999 44.9% 10/1/2005 59414 301086 248,398.94 248,398.94 213,995.69 1985 56.4% 10/1/2005 59414 000168 248,398.94 248,398.94 213,995.69 1987 53.9% 10/1/2005 59414 300990 247,718.39 247,718.39 213,409.39 1984 53.0% 10/1/2005 59414 301308 246,328.03 246,328.03 212,211.60 1990 65.9% 10/1/2005 59414 000837 246,092.09 246,092.09 212,008.34 1992 45.7% 10/1/2005 59414 301232 244,996.21 244,996.21 211,064.23 1989 82.4% 10/1/2005 59414 000888 244,996.21 244,996.21 211,064.23 1987 54.2% 10/1/2005 59414 300986 244,996.21 244,996.21 211,064.23 1985 47.4% 10/1/2005 59414 000150 244,858.32 244,858.32 210,945.44 1996 71.6% 10/1/2005 59414 300982 244,512.18 244,512.18 210,647.24 1985 45.4% 10/1/2005 59414 000073 244,209.64 244,209.64 210,386.60 1983 79.9% 10/1/2005 59414 300995 243,819.17 243,819.17 210,050.21 1985 72.3% 10/1/2005 59414 301056 243,226.14 243,226.14 209,539.32 1985 46.5% 10/1/2005 59414 301433 240,912.94 240,912.94 207,546.50 1993 38.9% 10/1/2005 59414 301288 239,036.80 239,036.80 205,930.20 1989 77.8% 10/1/2005 59414 301279 238,843.02 238,843.02 205,763.26 1988 67.3% 10/1/2005 59414 301004 238,190.76 238,190.76 205,201.34 1984 50.6% 10/1/2005 59414 301480 238,190.76 238,190.76 205,201.34 1995 74.3% 10/1/2005 59414 000539 238,190.76 238,190.76 205,201.34 1987 28.9% 10/1/2005 59414 000574 237,285.13 237,285.13 204,421.14 1984 55.3% 10/1/2005 59414 301073 236,985.50 236,985.50 204,163.01 1985 42.8% 10/1/2005 59414 000379 236,829.67 236,829.67 204,028.76 1995 41.8% 10/1/2005 59414 000741 235,283.67 235,283.67 202,696.88 1988 55.8% 10/1/2005 59414 000417 234,838.32 234,838.32 202,313.21 1983 59.5% 10/1/2005 59414 300224 234,788.04 234,788.04 202,269.90 1977 59.8% 10/1/2005 59414 301368 234,788.04 234,788.04 202,269.90 1990 40.0% 10/1/2005 59414 301476 234,107.49 234,107.49 201,683.60 1995 46.1% 10/1/2005 59414 301335 234,107.49 234,107.49 201,683.60 1989 78.9% 10/1/2005 59414 301126 234,107.49 234,107.49 201,683.60 1988 60.5% 10/1/2005 59414 301098 231,385.31 231,385.31 199,338.44 1985 68.3% 10/1/2005 59414 301050 231,385.31 231,385.31 199,338.44 1985 51.2% 10/1/2005 59414 300833 231,385.31 231,385.31 199,338.44 1984 66.1% 10/1/2005 59414 000435 231,385.31 231,385.31 199,338.44 1983 45.8% 10/1/2005 59414 000543 231,385.31 231,385.31 199,338.44 1978 47.1% 10/1/2005 59414 000748 231,385.31 231,385.31 199,338.44 1977 73.5% 10/1/2005 59414 301094 230,024.22 230,024.22 198,165.87 1987 60.4% 10/1/2005 59414 301090 230,024.22 230,024.22 198,165.87 1987 79.6% 10/1/2005 59414 000773 229,346.21 229,346.21 197,581.76 1984 51.1% 10/1/2005 59414 000564 229,044.88 229,044.88 197,322.16 1996 73.3% 10/1/2005 59414 301227 228,634.01 228,634.01 196,968.20 1988 44.7% 10/1/2005 59414 000759 228,170.97 228,170.97 196,569.29 1983 66.0% 10/1/2005 59414 300997 227,089.06 227,089.06 195,637.23 1985 38.7% 10/1/2005 59414 000413 226,679.53 226,679.53 195,284.42 1997 46.4% 10/1/2005 59414 301089 226,238.69 226,238.69 194,904.63 1985 67.1% 10/1/2005 59414 300782 225,940.95 225,940.95 194,648.13 1983 81.0% 10/1/2005 59414 300960 225,869.00 225,869.00 194,586.14 1985 52.4% 10/1/2005 59414 000366 224,786.82 224,786.82 193,653.85 1984 49.3% 10/1/2005 59414 301280 224,579.86 224,579.86 193,475.55 1988 52.2% 10/1/2005 59414 301186 224,579.86 224,579.86 193,475.55 1987 79.0% 10/1/2005 59414 300930 224,579.86 224,579.86 193,475.55 1984 58.5% 10/1/2005 59414 301829 224,579.86 224,579.86 193,475.55 2005 18.1% 10/1/2005 59414 000540 224,579.86 224,579.86 193,475.55 1989 71.5% 10/1/2005 59414 301319 224,579.86 224,579.86 193,475.55 1989 77.7% 10/1/2005 59414 301382 224,408.33 224,408.33 193,327.78 1990 37.5% 10/1/2005 59414 301038 224,301.88 224,301.88 193,236.07 1985 48.0% 10/1/2005 59414 300972 224,108.25 224,108.25 193,069.26 1985 56.1% 10/1/2005 59414 000866 223,195.29 223,195.29 192,282.74 1996 74.8% 10/1/2005 59414 301398 222,026.15 222,026.15 191,275.53 1991 54.6% 10/1/2005 59414 300989 221,696.93 221,696.93 190,991.91 1985 40.0% 10/1/2005 59414 301397 221,177.13 221,177.13 190,544.10 1990 51.9% 10/1/2005 59414 301072 221,177.13 221,177.13 190,544.10 1985 51.4% 10/1/2005 59414 301025 221,177.13 221,177.13 190,544.10 1985 54.2% 10/1/2005 59414 301087 221,138.47 221,138.47 190,510.79 1985 71.8% 10/1/2005 59414 301242 220,987.89 220,987.89 190,381.07 1988 51.0% 10/1/2005 59414 000049 220,641.60 220,641.60 190,082.74 1983 58.9% 10/1/2005 59414 300218 220,464.61 220,464.61 189,930.26 1977 41.1% 10/1/2005 59414 301326 219,780.38 219,780.38 189,340.80 1989 48.5% 10/1/2005 59414 300922 219,776.40 219,776.40 189,337.37 1984 47.8% 10/1/2005 59414 000827 219,367.68 219,367.68 188,985.26 1977 59.7% 10/1/2005 59414 301162 219,193.10 219,193.10 188,834.86 1987 56.8% 10/1/2005 59414 301259 218,361.17 218,361.17 188,118.15 1988 50.8% 10/1/2005 59414 301465 218,275.86 218,275.86 188,044.65 1996 33.6% 10/1/2005 59414 000869 217,774.41 217,774.41 187,612.65 1995 26.7% 10/1/2005 59414 301402 217,774.41 217,774.41 187,612.65 1991 53.4% 10/1/2005 59414 301363 217,774.41 217,774.41 187,612.65 1990 46.9% 10/1/2005 59414 301352 217,774.41 217,774.41 187,612.65 1989 67.4% 10/1/2005 59414 301311 217,774.41 217,774.41 187,612.65 1989 53.3% 10/1/2005 59414 301291 217,774.41 217,774.41 187,612.65 1989 64.9% 10/1/2005 59414 301118 217,774.41 217,774.41 187,612.65 1988 93.9% 10/1/2005 59414 301152 217,774.41 217,774.41 187,612.65 1987 58.7% 10/1/2005 59414 300993 217,774.41 217,774.41 187,612.65 1987 61.3% 10/1/2005 59414 301147 217,774.41 217,774.41 187,612.65 1986 33.7% 10/1/2005 59414 301104 217,774.41 217,774.41 187,612.65 1985 68.4% 10/1/2005 59414 300987 217,774.41 217,774.41 187,612.65 1985 60.7% 10/1/2005 59414 300518 217,774.41 217,774.41 187,612.65 1979 96.3% 10/1/2005 59414 301212 216,930.84 216,930.84 186,885.92 1988 59.0% 10/1/2005 59414 000584 216,797.28 216,797.28 186,770.86 1997 35.1% 10/1/2005 59414 301109 216,580.42 216,580.42 186,584.03 1986 67.5% 10/1/2005 59414 301091 215,689.32 215,689.32 185,816.35 1985 53.1% 10/1/2005 59414 000086 215,052.23 215,052.23 185,267.50 1997 47.7% 10/1/2005 59414 301067 214,371.68 214,371.68 184,681.20 1986 56.0% 10/1/2005 59414 301405 214,371.68 214,371.68 184,681.20 1991 63.8% 10/1/2005 59414 301327 214,371.68 214,371.68 184,681.20 1989 75.7% 10/1/2005 59414 301141 214,371.68 214,371.68 184,681.20 1988 58.9% 10/1/2005 59414 301111 214,371.68 214,371.68 184,681.20 1986 61.1% 10/1/2005 59414 301373 213,691.14 213,691.14 184,094.92 1992 39.3% 10/1/2005 59414 301043 213,577.79 213,577.79 183,997.27 1985 57.1% 10/1/2005 59414 000772 213,356.72 213,356.72 183,806.81 1982 48.9% 10/1/2005 59414 301364 213,208.44 213,208.44 183,679.07 1990 67.2% 10/1/2005 59414 301179 212,634.38 212,634.38 183,184.52 1988 59.1% 10/1/2005 59414 300801 212,330.05 212,330.05 182,922.34 1984 52.3% 10/1/2005 59414 301477 212,282.81 212,282.81 182,881.64 1995 42.1% 10/1/2005 59414 301388 211,536.39 211,536.39 182,238.60 1990 65.1% 10/1/2005 59414 301201 211,409.13 211,409.13 182,128.97 1987 68.5% 10/1/2005 59414 300924 210,968.96 210,968.96 181,749.76 1985 73.3% 10/1/2005 59414 300889 210,968.96 210,968.96 181,749.76 1984 42.7% 10/1/2005 59414 301678 210,968.96 210,968.96 181,749.76 2000 69.3% 10/1/2005 59414 301070 210,968.96 210,968.96 181,749.76 1985 64.3% 10/1/2005 59414 300809 210,968.96 210,968.96 181,749.76 1983 41.9% 10/1/2005 59414 301170 210,933.87 210,933.87 181,719.53 1987 39.6% 10/1/2005 59414 000541 210,229.40 210,229.40 181,112.63 1990 46.1% 10/1/2005 59414 000159 208,410.78 208,410.78 179,545.89 1988 57.1% 10/1/2005 59414 301483 208,246.78 208,246.78 179,404.60 1972 67.4% 10/1/2005 59414 301273 208,124.79 208,124.79 179,299.51 1989 53.7% 10/1/2005 59414 301167 207,566.23 207,566.23 178,818.31 1987 62.8% 10/1/2005 59414 301169 207,566.23 207,566.23 178,818.31 1987 62.8% 10/1/2005 59414 300983 207,566.23 207,566.23 178,818.31 1985 32.3% 10/1/2005 59414 301353 207,316.93 207,316.93 178,603.54 1989 42.1% 10/1/2005 59414 300931 207,205.20 207,205.20 178,507.28 1985 76.9% 10/1/2005 59414 305003 205,440.76 205,440.76 176,987.21 1993 59.8% 10/1/2005 59414 301389 205,041.00 205,041.00 176,642.82 1990 61.9% 10/1/2005 59414 301328 204,163.51 204,163.51 175,886.86 1989 71.4% 10/1/2005 59414 301082 204,163.51 204,163.51 175,886.86 1987 98.5% 10/1/2005 59414 301054 204,163.51 204,163.51 175,886.86 1985 45.6% 10/1/2005 59414 301068 204,163.51 204,163.51 175,886.86 1985 69.4% 10/1/2005 59414 000829 204,163.51 204,163.51 175,886.86 1983 65.4% 10/1/2005 59414 000071 204,163.51 204,163.51 175,886.86 1983 55.5% 10/1/2005 59414 301340 204,163.51 204,163.51 175,886.86 1989 60.0% 10/1/2005 59414 301267 204,163.51 204,163.51 175,886.86 1989 81.4% 10/1/2005 59414 301229 204,163.51 204,163.51 175,886.86 1988 75.0% 10/1/2005 59414 301215 204,163.51 204,163.51 175,886.86 1988 56.4% 10/1/2005 59414 301161 204,163.51 204,163.51 175,886.86 1987 40.8% 10/1/2005 59414 301045 204,163.51 204,163.51 175,886.86 1985 40.5% 10/1/2005 59414 301064 204,163.51 204,163.51 175,886.86 1985 36.3% 10/1/2005 59414 300964 204,163.51 204,163.51 175,886.86 1985 57.9% 10/1/2005 59414 000604 204,163.51 204,163.51 175,886.86 1983 37.0% 10/1/2005 59414 000834 203,407.13 203,407.13 175,235.24 1989 78.1% 10/1/2005 59414 301302 202,718.89 202,718.89 174,642.32 1989 47.0% 10/1/2005 59414 301379 202,038.09 202,038.09 174,055.81 1990 44.3% 10/1/2005 59414 301185 201,590.77 201,590.77 173,670.45 1987 41.0% 10/1/2005 59414 300959 201,441.33 201,441.33 173,541.71 1985 56.2% 10/1/2005 59414 300967 201,014.90 201,014.90 173,174.34 1985 39.4% 10/1/2005 59414 301316 200,760.78 200,760.78 172,955.41 1989 42.8% 10/1/2005 59414 301157 200,760.78 200,760.78 172,955.41 1987 49.0% 10/1/2005 59414 000552 200,733.90 200,733.90 172,932.25 1990 33.7% 10/1/2005 59414 301120 200,080.24 200,080.24 172,369.13 1986 43.8% 10/1/2005 59414 070457 200,067.99 200,067.99 172,358.57 NAV 74.9% 10/1/2005 59414 301390 198,086.99 198,086.99 170,651.94 1991 64.5% 10/1/2005 59414 300968 197,668.32 197,668.32 170,291.26 1985 47.7% 10/1/2005 59414 000468 197,516.37 197,516.37 170,160.35 1986 67.0% 10/1/2005 59414 301377 197,358.06 197,358.06 170,023.97 1991 57.3% 10/1/2005 59414 300884 197,358.06 197,358.06 170,023.97 1984 68.3% 10/1/2005 59414 301079 197,358.06 197,358.06 170,023.97 1985 77.8% 10/1/2005 59414 301095 197,358.06 197,358.06 170,023.97 1985 57.9% 10/1/2005 59414 301002 197,358.06 197,358.06 170,023.97 1985 94.4% 10/1/2005 59414 300978 197,358.06 197,358.06 170,023.97 1985 57.8% 10/1/2005 59414 301369 197,358.06 197,358.06 170,023.97 1990 64.4% 10/1/2005 59414 301303 197,358.06 197,358.06 170,023.97 1989 55.5% 10/1/2005 59414 301270 197,358.06 197,358.06 170,023.97 1988 42.9% 10/1/2005 59414 301031 197,358.06 197,358.06 170,023.97 1985 40.6% 10/1/2005 59414 300953 197,358.06 197,358.06 170,023.97 1985 38.7% 10/1/2005 59414 300939 197,358.06 197,358.06 170,023.97 1985 63.6% 10/1/2005 59414 300886 197,358.06 197,358.06 170,023.97 1985 37.5% 10/1/2005 59414 000565 197,358.06 197,358.06 170,023.97 1983 76.4% 10/1/2005 59414 300776 196,490.65 196,490.65 169,276.69 1983 54.5% 10/1/2005 59414 301401 196,228.38 196,228.38 169,050.75 1991 55.8% 10/1/2005 59414 300620 196,218.37 196,218.37 169,042.13 1980 80.0% 10/1/2005 59414 000002 195,127.91 195,127.91 168,102.69 1983 75.1% 10/1/2005 59414 301142 194,843.78 194,843.78 167,857.92 1987 41.1% 10/1/2005 59414 000875 194,691.13 194,691.13 167,726.41 1982 68.0% 10/1/2005 59414 300800 194,689.85 194,689.85 167,725.31 1984 79.2% 10/1/2005 59414 300895 194,635.88 194,635.88 167,678.81 1984 43.4% 10/1/2005 59414 300828 194,320.81 194,320.81 167,407.38 1983 64.2% 10/1/2005 59414 301047 193,357.99 193,357.99 166,577.91 1986 52.5% 10/1/2005 59414 301084 193,274.79 193,274.79 166,506.23 1985 63.2% 10/1/2005 59414 301343 193,057.02 193,057.02 166,318.62 1989 39.4% 10/1/2005 59414 301218 192,849.21 192,849.21 166,139.59 1988 66.8% 10/1/2005 59414 301003 192,479.66 192,479.66 165,821.23 1985 52.0% 10/1/2005 59414 300992 192,461.23 192,461.23 165,805.35 1985 34.1% 10/1/2005 59414 301341 191,581.22 191,581.22 165,047.22 1989 64.0% 10/1/2005 59414 301190 191,023.64 191,023.64 164,566.87 1987 58.4% 10/1/2005 59414 301813 190,552.61 190,552.61 164,161.07 1995 49.9% 10/1/2005 59414 301269 190,552.61 190,552.61 164,161.07 1988 52.8% 10/1/2005 59414 301241 190,552.61 190,552.61 164,161.07 1988 47.9% 10/1/2005 59414 301066 190,552.61 190,552.61 164,161.07 1985 63.6% 10/1/2005 59414 301041 190,552.61 190,552.61 164,161.07 1985 79.8% 10/1/2005 59414 300957 190,552.61 190,552.61 164,161.07 1985 84.1% 10/1/2005 59414 301380 190,552.61 190,552.61 164,161.07 1990 55.7% 10/1/2005 59414 301356 190,552.61 190,552.61 164,161.07 1989 49.3% 10/1/2005 59414 301263 190,552.61 190,552.61 164,161.07 1988 45.4% 10/1/2005 59414 301235 190,552.61 190,552.61 164,161.07 1988 66.7% 10/1/2005 59414 301237 190,552.61 190,552.61 164,161.07 1988 42.4% 10/1/2005 59414 301281 190,552.61 190,552.61 164,161.07 1988 46.1% 10/1/2005 59414 301143 190,552.61 190,552.61 164,161.07 1988 70.3% 10/1/2005 59414 301107 190,552.61 190,552.61 164,161.07 1986 60.8% 10/1/2005 59414 301011 190,552.61 190,552.61 164,161.07 1985 64.5% 10/1/2005 59414 300888 190,552.61 190,552.61 164,161.07 1985 63.3% 10/1/2005 59414 300621 190,552.61 190,552.61 164,161.07 1980 82.2% 10/1/2005 59414 301158 190,473.40 190,473.40 164,092.83 1986 50.8% 10/1/2005 59414 301228 189,552.88 189,552.88 163,299.81 1988 49.4% 10/1/2005 59414 301016 189,280.03 189,280.03 163,064.75 1985 64.2% 10/1/2005 59414 301220 189,082.42 189,082.42 162,894.50 1988 46.3% 10/1/2005 59414 301178 189,016.74 189,016.74 162,837.92 1988 59.2% 10/1/2005 59414 301290 188,508.02 188,508.02 162,399.66 1989 52.1% 10/1/2005 59414 301333 188,104.33 188,104.33 162,051.88 1989 59.8% 10/1/2005 59414 301148 187,830.43 187,830.43 161,815.92 1986 49.4% 10/1/2005 59414 000382 187,830.43 187,830.43 161,815.92 1975 39.8% 10/1/2005 59414 301245 187,814.37 187,814.37 161,802.08 1988 65.9% 10/1/2005 59414 301264 187,630.23 187,630.23 161,643.44 1988 66.2% 10/1/2005 59414 301022 187,579.87 187,579.87 161,600.06 1985 52.0% 10/1/2005 59414 301338 186,941.95 186,941.95 161,050.49 1989 45.9% 10/1/2005 59414 301261 186,718.32 186,718.32 160,857.83 1988 40.9% 10/1/2005 59414 301446 186,420.64 186,420.64 160,601.38 1994 35.2% 10/1/2005 59414 301209 185,200.37 185,200.37 159,550.12 1988 40.8% 10/1/2005 59414 301334 185,126.54 185,126.54 159,486.51 1989 66.3% 10/1/2005 59414 000034 185,085.43 185,085.43 159,451.10 1987 29.4% 10/1/2005 59414 000631 184,285.91 184,285.91 158,762.31 1981 46.0% 10/1/2005 59414 301020 183,868.18 183,868.18 158,402.44 1985 49.2% 10/1/2005 59414 301085 183,747.16 183,747.16 158,298.18 1985 56.1% 10/1/2005 59414 000089 183,747.16 183,747.16 158,298.18 1998 63.6% 10/1/2005 59414 301399 183,747.16 183,747.16 158,298.18 1991 69.9% 10/1/2005 59414 301348 183,747.16 183,747.16 158,298.18 1989 86.8% 10/1/2005 59414 301284 183,747.16 183,747.16 158,298.18 1988 48.3% 10/1/2005 59414 301205 183,747.16 183,747.16 158,298.18 1988 59.5% 10/1/2005 59414 301160 183,747.16 183,747.16 158,298.18 1987 59.6% 10/1/2005 59414 301069 183,747.16 183,747.16 158,298.18 1985 59.2% 10/1/2005 59414 300985 183,747.16 183,747.16 158,298.18 1985 52.9% 10/1/2005 59414 300956 183,747.16 183,747.16 158,298.18 1985 77.7% 10/1/2005 59414 300917 183,747.16 183,747.16 158,298.18 1984 53.8% 10/1/2005 59414 300911 183,747.16 183,747.16 158,298.18 1984 56.1% 10/1/2005 59414 000079 183,747.16 183,747.16 158,298.18 1984 24.7% 10/1/2005 59414 301217 183,592.08 183,592.08 158,164.58 1988 36.9% 10/1/2005 59414 301351 183,457.19 183,457.19 158,048.37 1989 69.8% 10/1/2005 59414 300814 183,299.35 183,299.35 157,912.39 1983 68.1% 10/1/2005 59414 000889 183,223.99 183,223.99 157,847.47 1987 39.0% 10/1/2005 59414 301266 182,510.50 182,510.50 157,232.80 1988 51.0% 10/1/2005 59414 301313 181,444.00 181,444.00 156,314.01 1989 49.2% 10/1/2005 59414 301200 181,401.08 181,401.08 156,277.03 1988 69.0% 10/1/2005 59414 301424 181,344.38 181,344.38 156,228.18 1992 35.9% 10/1/2005 59414 301478 181,024.98 181,024.98 155,953.02 1995 68.9% 10/1/2005 59414 301001 181,024.98 181,024.98 155,953.02 1985 72.5% 10/1/2005 59414 301165 180,344.43 180,344.43 155,366.73 1987 46.0% 10/1/2005 59414 301005 179,083.91 179,083.91 154,280.79 1985 55.3% 10/1/2005 59414 301102 178,302.80 178,302.80 153,607.86 1986 43.7% 10/1/2005 59414 301226 177,984.89 177,984.89 153,333.98 1988 53.9% 10/1/2005 59414 301331 176,941.71 176,941.71 152,435.28 1989 73.4% 10/1/2005 59414 300229 176,941.71 176,941.71 152,435.28 1977 80.2% 10/1/2005 59414 301295 176,941.71 176,941.71 152,435.28 1989 60.8% 10/1/2005 59414 301305 176,941.71 176,941.71 152,435.28 1989 54.0% 10/1/2005 59414 301277 176,941.71 176,941.71 152,435.28 1989 43.6% 10/1/2005 59414 301298 176,941.71 176,941.71 152,435.28 1989 46.5% 10/1/2005 59414 301254 176,941.71 176,941.71 152,435.28 1988 60.4% 10/1/2005 59414 301249 176,941.71 176,941.71 152,435.28 1988 68.0% 10/1/2005 59414 301010 176,941.71 176,941.71 152,435.28 1986 75.2% 10/1/2005 59414 301092 176,941.71 176,941.71 152,435.28 1985 80.3% 10/1/2005 59414 300999 176,941.71 176,941.71 152,435.28 1985 92.5% 10/1/2005 59414 300941 176,941.71 176,941.71 152,435.28 1985 81.6% 10/1/2005 59414 300915 176,941.71 176,941.71 152,435.28 1984 64.0% 10/1/2005 59414 300227 176,941.71 176,941.71 152,435.28 1977 57.3% 10/1/2005 59414 000727 176,897.34 176,897.34 152,397.06 1982 54.3% 10/1/2005 59414 300900 176,507.98 176,507.98 152,061.62 1985 44.9% 10/1/2005 59414 301153 175,655.21 175,655.21 151,326.96 1987 36.9% 10/1/2005 59414 301166 175,509.98 175,509.98 151,201.85 1987 39.8% 10/1/2005 59414 301175 175,478.47 175,478.47 151,174.70 1987 52.4% 10/1/2005 59414 300914 174,701.03 174,701.03 150,504.94 1985 63.1% 10/1/2005 59414 301139 173,674.44 173,674.44 149,620.53 1987 73.3% 10/1/2005 59414 301196 173,538.98 173,538.98 149,503.83 1988 58.0% 10/1/2005 59414 300222 173,538.98 173,538.98 149,503.83 1977 42.6% 10/1/2005 59414 301336 172,858.44 172,858.44 148,917.55 1989 49.5% 10/1/2005 59414 300216 172,479.34 172,479.34 148,590.95 1977 81.0% 10/1/2005 59414 301223 171,497.35 171,497.35 147,744.97 1988 35.6% 10/1/2005 59414 300963 171,497.35 171,497.35 147,744.97 1980 77.7% 10/1/2005 59414 301171 171,039.31 171,039.31 147,350.37 1987 35.7% 10/1/2005 59414 300226 170,728.24 170,728.24 147,082.38 1977 70.6% 10/1/2005 59414 301130 170,224.39 170,224.39 146,648.31 1987 57.7% 10/1/2005 59414 301156 170,179.09 170,179.09 146,609.29 1987 53.7% 10/1/2005 59414 300860 170,136.26 170,136.26 146,572.39 1984 89.2% 10/1/2005 59414 300219 170,136.26 170,136.26 146,572.39 1977 58.5% 10/1/2005 59414 301198 170,136.26 170,136.26 146,572.39 1987 42.3% 10/1/2005 59414 301159 170,136.26 170,136.26 146,572.39 1987 68.6% 10/1/2005 59414 300844 170,136.26 170,136.26 146,572.39 1986 73.1% 10/1/2005 59414 300926 170,136.26 170,136.26 146,572.39 1984 67.9% 10/1/2005 59414 300107 170,136.26 170,136.26 146,572.39 1975 80.8% 10/1/2005 59414 000449 169,904.58 169,904.58 146,372.80 1979 30.5% 10/1/2005 59414 301078 168,785.56 168,785.56 145,408.76 1985 44.7% 10/1/2005 59414 000900 168,694.76 168,694.76 145,330.54 1982 33.1% 10/1/2005 59414 301071 168,507.06 168,507.06 145,168.83 1986 37.9% 10/1/2005 59414 301132 168,426.91 168,426.91 145,099.78 1986 49.9% 10/1/2005 59414 071230 167,620.99 167,620.99 144,405.48 NAV 53.7% 10/1/2005 59414 301117 166,733.53 166,733.53 143,640.94 1987 100.4% 10/1/2005 59414 300862 166,490.23 166,490.23 143,431.33 1984 50.5% 10/1/2005 59414 301006 166,064.58 166,064.58 143,064.64 1985 89.3% 10/1/2005 59414 071231 165,900.98 165,900.98 142,923.69 NAV 54.0% 10/1/2005 59414 071234 165,465.06 165,465.06 142,548.15 NAV 68.5% 10/1/2005 59414 000749 164,971.87 164,971.87 142,123.27 1981 64.2% 10/1/2005 59414 300937 164,670.10 164,670.10 141,863.29 1985 59.6% 10/1/2005 59414 300902 164,290.56 164,290.56 141,536.32 1984 46.7% 10/1/2005 59414 300854 164,186.28 164,186.28 141,446.48 1984 64.6% 10/1/2005 59414 301257 163,330.81 163,330.81 140,709.49 1988 59.3% 10/1/2005 59414 301244 163,330.81 163,330.81 140,709.49 1988 40.6% 10/1/2005 59414 301193 163,330.81 163,330.81 140,709.49 1987 68.1% 10/1/2005 59414 301026 163,330.81 163,330.81 140,709.49 1985 61.4% 10/1/2005 59414 300943 163,330.81 163,330.81 140,709.49 1975 58.0% 10/1/2005 59414 000877 163,330.81 163,330.81 140,709.49 1975 29.4% 10/1/2005 59414 301383 163,330.81 163,330.81 140,709.49 1990 42.9% 10/1/2005 59414 301211 163,330.81 163,330.81 140,709.49 1988 70.4% 10/1/2005 59414 301138 163,330.81 163,330.81 140,709.49 1987 49.2% 10/1/2005 59414 301046 163,330.81 163,330.81 140,709.49 1986 65.4% 10/1/2005 59414 301096 163,330.81 163,330.81 140,709.49 1985 69.6% 10/1/2005 59414 300832 163,330.81 163,330.81 140,709.49 1984 54.3% 10/1/2005 59414 300881 163,330.81 163,330.81 140,709.49 1984 53.6% 10/1/2005 59414 000344 163,330.81 163,330.81 140,709.49 1982 70.1% 10/1/2005 59414 300106 162,248.01 162,248.01 139,776.66 1975 67.9% 10/1/2005 59414 301028 161,800.07 161,800.07 139,390.76 1985 49.9% 10/1/2005 59414 301035 161,763.43 161,763.43 139,359.19 1985 54.9% 10/1/2005 59414 300842 160,982.31 160,982.31 138,686.26 1983 38.9% 10/1/2005 59414 301124 159,928.08 159,928.08 137,778.04 1987 95.1% 10/1/2005 59414 300044 159,928.08 159,928.08 137,778.04 1973 61.2% 10/1/2005 59414 300991 159,928.08 159,928.08 137,778.04 1985 58.8% 10/1/2005 59414 300551 159,928.08 159,928.08 137,778.04 1980 39.4% 10/1/2005 59414 300519 159,928.08 159,928.08 137,778.04 1979 48.9% 10/1/2005 59414 300928 158,440.82 158,440.82 136,496.77 1984 49.9% 10/1/2005 59414 301274 158,348.90 158,348.90 136,417.58 1988 45.6% 10/1/2005 59414 300880 158,251.96 158,251.96 136,334.06 1985 61.1% 10/1/2005 59414 301297 157,886.45 157,886.45 136,019.18 1989 55.5% 10/1/2005 59414 301177 157,886.45 157,886.45 136,019.18 1987 43.1% 10/1/2005 59414 300909 157,362.17 157,362.17 135,567.51 1984 35.6% 10/1/2005 59414 300548 156,525.36 156,525.36 134,846.60 1984 84.3% 10/1/2005 59414 000304 156,525.36 156,525.36 134,846.60 1984 55.6% 10/1/2005 59414 301019 156,446.77 156,446.77 134,778.89 1985 60.0% 10/1/2005 59414 300221 156,342.57 156,342.57 134,689.12 1977 84.0% 10/1/2005 59414 300848 155,377.95 155,377.95 133,858.10 1984 65.8% 10/1/2005 59414 300727 155,144.65 155,144.65 133,657.12 1981 58.1% 10/1/2005 59414 300966 153,968.96 153,968.96 132,644.26 1985 90.9% 10/1/2005 59414 301419 153,856.68 153,856.68 132,547.53 1992 42.0% 10/1/2005 59414 300835 153,587.64 153,587.64 132,315.75 1983 44.9% 10/1/2005 59414 301278 153,122.63 153,122.63 131,915.15 1988 48.2% 10/1/2005 59414 000019 153,107.57 153,107.57 131,902.17 1979 85.8% 10/1/2005 59414 300892 153,023.57 153,023.57 131,829.81 1984 57.0% 10/1/2005 59414 300876 151,083.39 151,083.39 130,158.34 1984 94.9% 10/1/2005 59414 301049 151,041.15 151,041.15 130,121.95 1985 45.7% 10/1/2005 59414 301123 150,780.49 150,780.49 129,897.39 1986 82.1% 10/1/2005 59414 300228 150,659.16 150,659.16 129,792.87 1977 70.5% 10/1/2005 59414 000277 150,181.15 150,181.15 129,381.06 1982 42.6% 10/1/2005 59414 301154 149,719.91 149,719.91 128,983.70 1986 50.9% 10/1/2005 59414 301323 149,719.91 149,719.91 128,983.70 1989 71.6% 10/1/2005 59414 301349 149,719.91 149,719.91 128,983.70 1989 43.6% 10/1/2005 59414 301317 149,719.91 149,719.91 128,983.70 1989 73.3% 10/1/2005 59414 301100 149,719.91 149,719.91 128,983.70 1986 54.8% 10/1/2005 59414 301061 149,719.91 149,719.91 128,983.70 1985 88.3% 10/1/2005 59414 300935 149,719.91 149,719.91 128,983.70 1985 60.4% 10/1/2005 59414 300940 149,719.91 149,719.91 128,983.70 1984 75.5% 10/1/2005 59414 300877 149,719.91 149,719.91 128,983.70 1984 60.2% 10/1/2005 59414 300834 149,719.91 149,719.91 128,983.70 1984 70.0% 10/1/2005 59414 300502 149,719.91 149,719.91 128,983.70 1980 55.9% 10/1/2005 59414 300354 149,719.91 149,719.91 128,983.70 1979 61.0% 10/1/2005 59414 300865 149,719.67 149,719.67 128,983.50 1984 60.8% 10/1/2005 59414 000533 148,749.38 148,749.38 128,147.59 1974 46.9% 10/1/2005 59414 300944 146,997.73 146,997.73 126,638.54 1985 76.7% 10/1/2005 59414 301080 146,875.17 146,875.17 126,532.96 1987 41.7% 10/1/2005 59414 300969 144,732.73 144,732.73 124,687.25 1985 60.6% 10/1/2005 59414 300827 143,762.54 143,762.54 123,851.43 1983 48.7% 10/1/2005 59414 300380 142,914.46 142,914.46 123,120.81 1980 63.8% 10/1/2005 59414 301174 142,914.46 142,914.46 123,120.81 1987 52.8% 10/1/2005 59414 300850 142,914.46 142,914.46 123,120.81 1984 51.5% 10/1/2005 59414 300733 142,914.46 142,914.46 123,120.81 1981 64.6% 10/1/2005 59414 300578 142,914.46 142,914.46 123,120.81 1980 71.6% 10/1/2005 59414 300947 142,386.25 142,386.25 122,665.75 1985 64.8% 10/1/2005 59414 301207 141,256.37 141,256.37 121,692.36 1988 43.8% 10/1/2005 59414 301355 141,133.31 141,133.31 121,586.35 1990 39.1% 10/1/2005 59414 300235 140,474.89 140,474.89 121,019.12 1980 67.3% 10/1/2005 59414 300996 140,192.28 140,192.28 120,775.65 1985 59.5% 10/1/2005 59414 300852 139,511.73 139,511.73 120,189.36 1983 44.6% 10/1/2005 59414 300950 139,259.12 139,259.12 119,971.73 1985 56.4% 10/1/2005 59414 070456 139,078.25 139,078.25 119,815.91 NAV 83.1% 10/1/2005 59414 300822 138,932.22 138,932.22 119,690.11 1984 52.7% 10/1/2005 59414 301246 138,220.68 138,220.68 119,077.12 1988 46.0% 10/1/2005 59414 300556 136,574.19 136,574.19 117,658.66 1980 75.2% 10/1/2005 59414 300952 136,566.96 136,566.96 117,652.44 1985 43.3% 10/1/2005 59414 300821 136,308.18 136,308.18 117,429.50 1984 45.5% 10/1/2005 59414 301136 136,209.02 136,209.02 117,344.07 1986 91.7% 10/1/2005 59414 300908 136,109.01 136,109.01 117,257.91 1988 87.7% 10/1/2005 59414 300898 136,109.01 136,109.01 117,257.91 1984 51.7% 10/1/2005 59414 300887 136,109.01 136,109.01 117,257.91 1984 52.1% 10/1/2005 59414 300383 136,109.01 136,109.01 117,257.91 1980 63.3% 10/1/2005 59414 301679 136,109.01 136,109.01 117,257.91 2000 63.6% 10/1/2005 59414 301093 136,109.01 136,109.01 117,257.91 1987 61.7% 10/1/2005 59414 301021 136,109.01 136,109.01 117,257.91 1985 68.3% 10/1/2005 59414 300934 136,109.01 136,109.01 117,257.91 1984 84.1% 10/1/2005 59414 300879 136,109.01 136,109.01 117,257.91 1984 75.0% 10/1/2005 59414 300885 136,109.01 136,109.01 117,257.91 1984 65.8% 10/1/2005 59414 300793 136,109.01 136,109.01 117,257.91 1983 79.1% 10/1/2005 59414 300839 136,109.01 136,109.01 117,257.91 1983 44.8% 10/1/2005 59414 300738 136,109.01 136,109.01 117,257.91 1982 58.2% 10/1/2005 59414 000655 136,109.01 136,109.01 117,257.91 1980 80.4% 10/1/2005 59414 300871 134,994.05 134,994.05 116,297.37 1984 44.0% 10/1/2005 59414 300792 134,983.83 134,983.83 116,288.57 1983 58.4% 10/1/2005 59414 300806 134,391.52 134,391.52 115,778.29 1983 67.0% 10/1/2005 59414 300913 134,373.67 134,373.67 115,762.92 1984 51.2% 10/1/2005 59414 000893 134,080.44 134,080.44 115,510.30 1980 49.4% 10/1/2005 59414 300525 133,543.87 133,543.87 115,048.04 1980 54.0% 10/1/2005 59414 300907 133,542.77 133,542.77 115,047.10 1984 46.2% 10/1/2005 59414 300774 133,383.86 133,383.86 114,910.20 1983 74.0% 10/1/2005 59414 300920 132,747.14 132,747.14 114,361.66 1984 63.4% 10/1/2005 59414 073004 132,706.28 132,706.28 114,326.46 NAV 91.3% 10/1/2005 59414 301283 132,706.28 132,706.28 114,326.46 1988 46.8% 10/1/2005 59414 300803 132,293.48 132,293.48 113,970.83 1983 42.9% 10/1/2005 59414 300891 132,025.74 132,025.74 113,740.18 1984 82.7% 10/1/2005 59414 300851 132,025.74 132,025.74 113,740.18 1984 62.1% 10/1/2005 59414 301037 131,125.31 131,125.31 112,964.45 1986 71.3% 10/1/2005 59414 300223 129,803.42 129,803.42 111,825.65 1977 55.7% 10/1/2005 59414 300949 129,303.56 129,303.56 111,395.02 1985 57.9% 10/1/2005 59414 300932 129,303.56 129,303.56 111,395.02 1984 61.0% 10/1/2005 59414 300921 129,303.56 129,303.56 111,395.02 1984 74.2% 10/1/2005 59414 300813 129,303.56 129,303.56 111,395.02 1984 63.2% 10/1/2005 59414 300811 129,303.56 129,303.56 111,395.02 1983 60.4% 10/1/2005 59414 300791 129,303.56 129,303.56 111,395.02 1983 78.5% 10/1/2005 59414 300533 129,303.56 129,303.56 111,395.02 1980 60.1% 10/1/2005 59414 300790 128,721.15 128,721.15 110,893.27 1983 84.1% 10/1/2005 59414 301007 128,078.76 128,078.76 110,339.85 1985 64.5% 10/1/2005 59414 000485 127,942.47 127,942.47 110,222.44 1979 25.5% 10/1/2005 59414 301307 125,900.83 125,900.83 108,463.57 1988 43.0% 10/1/2005 59414 300818 125,683.93 125,683.93 108,276.71 1983 51.4% 10/1/2005 59414 300658 125,132.18 125,132.18 107,801.37 1980 54.9% 10/1/2005 59414 300670 123,449.33 123,449.33 106,351.60 1980 96.5% 10/1/2005 59414 300379 123,237.65 123,237.65 106,169.24 1979 50.7% 10/1/2005 59414 301247 122,498.11 122,498.11 105,532.12 1988 78.2% 10/1/2005 59414 300942 122,498.11 122,498.11 105,532.12 1981 46.1% 10/1/2005 59414 300737 122,498.11 122,498.11 105,532.12 1981 70.4% 10/1/2005 59414 301403 122,498.11 122,498.11 105,532.12 1990 74.7% 10/1/2005 59414 300152 120,956.12 120,956.12 104,203.70 1977 66.5% 10/1/2005 59414 301129 120,516.91 120,516.91 103,825.32 1986 39.2% 10/1/2005 59414 301009 119,775.93 119,775.93 103,186.96 1985 42.8% 10/1/2005 59414 301268 119,713.67 119,713.67 103,133.33 1988 47.4% 10/1/2005 59414 301233 119,700.14 119,700.14 103,121.67 1988 50.7% 10/1/2005 59414 300301 119,380.68 119,380.68 102,846.46 1979 70.0% 10/1/2005 59414 300923 119,344.52 119,344.52 102,815.30 1984 54.7% 10/1/2005 59414 301255 119,160.67 119,160.67 102,656.92 1988 68.3% 10/1/2005 59414 300872 119,095.38 119,095.38 102,600.67 1984 72.0% 10/1/2005 59414 300936 118,521.89 118,521.89 102,106.61 1984 56.6% 10/1/2005 59414 300925 118,414.84 118,414.84 102,014.38 1985 55.6% 10/1/2005 59414 000490 118,414.84 118,414.84 102,014.38 1995 58.7% 10/1/2005 59414 300819 118,343.73 118,343.73 101,953.12 1983 63.8% 10/1/2005 59414 000061 117,144.00 117,144.00 100,919.56 1973 51.2% 10/1/2005 59414 301195 117,053.75 117,053.75 100,841.81 1987 48.8% 10/1/2005 59414 301150 117,006.27 117,006.27 100,800.90 1987 52.5% 10/1/2005 59414 300945 116,343.58 116,343.58 100,229.99 1985 47.7% 10/1/2005 59414 300671 115,812.82 115,812.82 99,772.74 1980 51.5% 10/1/2005 59414 300868 115,692.65 115,692.65 99,669.22 1984 86.8% 10/1/2005 59414 300901 114,550.44 114,550.44 98,685.20 1985 57.5% 10/1/2005 59414 000548 114,157.20 114,157.20 98,346.43 1974 31.4% 10/1/2005 59414 000813 112,347.13 112,347.13 96,787.05 1981 40.2% 10/1/2005 59414 300910 112,289.93 112,289.93 96,737.77 1984 59.4% 10/1/2005 59414 300830 112,289.93 112,289.93 96,737.77 1984 72.4% 10/1/2005 59414 301260 112,289.93 112,289.93 96,737.77 1988 61.1% 10/1/2005 59414 300955 112,289.93 112,289.93 96,737.77 1985 91.8% 10/1/2005 59414 300912 112,289.93 112,289.93 96,737.77 1984 70.9% 10/1/2005 59414 300342 110,087.88 110,087.88 94,840.71 1979 59.2% 10/1/2005 59414 300870 109,218.63 109,218.63 94,091.85 1984 47.4% 10/1/2005 59414 300837 109,162.83 109,162.83 94,043.78 1983 39.9% 10/1/2005 59414 300905 109,110.24 109,110.24 93,998.47 1984 56.9% 10/1/2005 59414 300954 108,887.20 108,887.20 93,806.32 1985 72.9% 10/1/2005 59414 300863 108,887.20 108,887.20 93,806.32 1984 64.8% 10/1/2005 59414 300896 108,442.40 108,442.40 93,423.13 1984 33.9% 10/1/2005 59414 300331 108,394.01 108,394.01 93,381.44 1979 71.7% 10/1/2005 59414 300764 105,685.15 105,685.15 91,047.76 1983 40.8% 10/1/2005 59414 301272 105,484.48 105,484.48 90,874.88 1989 64.2% 10/1/2005 59414 301059 105,484.48 105,484.48 90,874.88 1985 74.7% 10/1/2005 59414 300309 104,698.35 104,698.35 90,197.63 1979 49.6% 10/1/2005 59414 300841 103,307.14 103,307.14 88,999.10 1983 56.1% 10/1/2005 59414 300371 102,586.95 102,586.95 88,378.66 1979 55.9% 10/1/2005 59414 301208 102,081.75 102,081.75 87,943.43 1988 64.3% 10/1/2005 59414 000719 102,081.75 102,081.75 87,943.43 1978 87.6% 10/1/2005 59414 000023 102,056.23 102,056.23 87,921.44 1982 54.0% 10/1/2005 59414 000455 100,788.55 100,788.55 86,829.34 1973 38.5% 10/1/2005 59414 000063 100,720.66 100,720.66 86,770.85 1972 27.2% 10/1/2005 59414 301164 100,720.66 100,720.66 86,770.85 1986 50.7% 10/1/2005 59414 300170 100,654.18 100,654.18 86,713.58 1977 90.3% 10/1/2005 59414 300674 100,550.82 100,550.82 86,624.53 1980 74.8% 10/1/2005 59414 300215 97,998.48 97,998.48 84,425.69 1971 59.2% 10/1/2005 59414 300184 96,703.38 96,703.38 83,309.96 1977 54.3% 10/1/2005 59414 305011 95,276.30 95,276.30 82,080.53 1993 57.9% 10/1/2005 59414 300815 95,276.30 95,276.30 82,080.53 1983 65.9% 10/1/2005 59414 300665 95,276.30 95,276.30 82,080.53 1980 91.5% 10/1/2005 59414 000361 95,276.30 95,276.30 82,080.53 1980 92.1% 10/1/2005 59414 300725 94,842.15 94,842.15 81,706.51 1981 62.5% 10/1/2005 59414 300345 93,851.50 93,851.50 80,853.07 1979 60.0% 10/1/2005 59414 300951 92,518.97 92,518.97 79,705.09 1985 42.0% 10/1/2005 59414 300021 91,873.58 91,873.58 79,149.09 1972 55.5% 10/1/2005 59414 300864 91,463.64 91,463.64 78,795.93 1984 37.6% 10/1/2005 59414 000213 91,193.03 91,193.03 78,562.80 1971 52.3% 10/1/2005 59414 000262 90,060.37 90,060.37 77,587.01 1978 64.4% 10/1/2005 59414 000161 89,881.14 89,881.14 77,432.60 1972 34.4% 10/1/2005 59414 300847 89,467.16 89,467.16 77,075.96 1984 58.8% 10/1/2005 59414 300869 88,944.81 88,944.81 76,625.95 1984 75.9% 10/1/2005 59414 301258 88,470.85 88,470.85 76,217.64 1988 65.0% 10/1/2005 59414 300056 88,187.16 88,187.16 75,973.24 1974 51.4% 10/1/2005 59414 300829 86,520.15 86,520.15 74,537.11 1984 44.3% 10/1/2005 59414 000633 85,068.13 85,068.13 73,286.19 1970 40.8% 10/1/2005 59414 300065 85,043.88 85,043.88 73,265.30 1974 53.0% 10/1/2005 59414 300689 81,665.40 81,665.40 70,354.74 1980 94.2% 10/1/2005 59414 300545 81,665.40 81,665.40 70,354.74 1980 60.6% 10/1/2005 59414 000547 78,291.54 78,291.54 67,448.16 1978 28.3% 10/1/2005 59414 000068 76,878.41 76,878.41 66,230.75 1979 102.2% 10/1/2005 59414 070220 73,498.86 73,498.86 63,319.27 NAV 63.1% 10/1/2005 59414 300788 73,498.86 73,498.86 63,319.27 1983 69.3% 10/1/2005 59414 070210 72,137.77 72,137.77 62,146.69 1987 41.0% 10/1/2005 59414 301033 70,776.68 70,776.68 60,974.11 1985 50.7% 10/1/2005 59414 300802 70,776.68 70,776.68 60,974.11 1983 55.6% 10/1/2005 59414 000637 68,054.50 68,054.50 58,628.95 1973 67.5% 10/1/2005 59414 300859 68,054.50 68,054.50 58,628.95 1984 43.7% 10/1/2005 59414 300375 68,054.50 68,054.50 58,628.95 1979 81.1% 10/1/2005 59414 300195 68,054.50 68,054.50 58,628.95 1977 71.1% 10/1/2005 59414 300160 65,332.32 65,332.32 56,283.79 1977 75.4% 10/1/2005 59414 301023 62,610.14 62,610.14 53,938.64 1985 77.2% 10/1/2005 59414 300771 62,610.14 62,610.14 53,938.64 1983 57.6% 10/1/2005 59414 300563 47,638.15 47,638.15 41,040.27 1980 57.2% 10/1/2005 59414 000230 47,638.15 47,638.15 41,040.27 1972 58.5% 10/1/2005 59414 300297 43,554.88 43,554.88 37,522.53 1979 60.3% 10/1/2005 59414 300210 43,554.88 43,554.88 37,522.53 1977 63.4% 10/1/2005 59414 071233 43,554.88 43,554.88 37,522.53 NAV 56.0% 10/1/2005 - ------------------------------------------------------------------------------------------------------------------------------ 59414 Various 150,000,000.00 150,000,000.00 129,225,000.00 Various 58.6% 10/1/2005 ============================================================================================================================== NET LOAN MEASUREMENT RENTABLE APPRAISAL DATE OF NUMBER CENTER # UNITS UNIT AREA APPRAISAL VALUE TYPE APPRAISAL FIRM APPRAISAL - ------ -------- ----- ---- ---- --------------- ---- -------------- ----------- 59414 301481 17,453 SF 17,453 4,075,000.00 As Is Cushman & Wakefield 10/3/2005 59414 000139 11,165 SF 11,165 3,700,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301733 9,897 SF 9,897 3,690,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301542 9,640 SF 9,640 3,500,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301486 14,786 SF 14,786 3,350,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301455 13,850 SF 13,850 3,339,359.00 As Is Cushman & Wakefield 10/25/2005 59414 301808 11,106 SF 11,106 3,220,000.00 As Is Cushman & Wakefield 9/30/2005 59414 000260 18,369 SF 18,369 3,210,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301743 9,897 SF 9,897 3,200,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301751 13,000 SF 13,000 3,200,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301494 15,300 SF 15,300 3,200,000.00 As Is Cushman & Wakefield 9/27/2005 59414 000874 8,163 SF 8,163 3,140,000.00 As Is Cushman & Wakefield 9/27/2005 59414 303042 13,680 SF 13,680 3,209,382.00 As Is Cushman & Wakefield 10/25/2005 59414 301800 11,106 SF 11,106 3,100,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301728 10,185 SF 10,185 3,100,000.00 As Is Cushman & Wakefield 9/20/2005 59414 301755 9,871 SF 9,871 3,075,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301770 10,000 SF 10,000 2,940,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301674 10,434 SF 10,434 3,000,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301825 11,106 SF 11,106 3,000,000.00 As Is Cushman & Wakefield 1/1/2006 59414 301780 10,000 SF 10,000 3,000,000.00 As Is Cushman & Wakefield 9/28/2005 59414 000112 12,968 SF 12,968 3,161,026.00 As Is Cushman & Wakefield 10/25/2005 59414 301767 10,000 SF 10,000 2,949,523.00 As Is Cushman & Wakefield 10/25/2005 59414 301675 10,404 SF 10,404 2,950,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301459 10,431 SF 10,431 2,950,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301101 7,472 SF 7,472 2,950,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301609 10,010 SF 10,010 2,900,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301633 10,652 SF 10,652 2,875,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301666 9,897 SF 9,897 2,864,896.00 As Is Cushman & Wakefield 10/25/2005 59414 301769 10,971 SF 10,971 2,925,465.00 As Is Cushman & Wakefield 10/25/2005 59414 301626 11,412 SF 11,412 2,830,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301704 10,465 SF 10,465 2,801,577.00 As Is Cushman & Wakefield 10/25/2005 59414 301724 10,065 SF 10,065 2,816,140.00 As Is Cushman & Wakefield 10/25/2005 59414 301714 9,897 SF 9,897 2,800,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301659 9,805 SF 9,805 2,800,000.00 As Is Cushman & Wakefield 9/22/2005 59414 301777 10,132 SF 10,132 2,814,736.00 As Is Cushman & Wakefield 10/25/2005 59414 000510 12,475 SF 12,475 2,874,231.00 As Is Cushman & Wakefield 10/25/2005 59414 301625 9,897 SF 9,897 2,750,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301697 9,680 SF 9,680 2,736,497.00 As Is Cushman & Wakefield 10/25/2005 59414 301698 9,897 SF 9,897 2,720,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301551 9,618 SF 9,618 2,695,077.00 As Is Cushman & Wakefield 10/25/2005 59414 301598 10,564 SF 10,564 2,760,492.00 As Is Cushman & Wakefield 10/25/2005 59414 301652 10,128 SF 10,128 2,705,717.00 As Is Cushman & Wakefield 10/25/2005 59414 301624 9,100 SF 9,100 2,654,554.00 As Is Cushman & Wakefield 10/25/2005 59414 301790 9,000 SF 9,000 2,762,234.00 As Is Cushman & Wakefield 10/25/2005 59414 301727 10,198 SF 10,198 2,708,799.00 As Is Cushman & Wakefield 10/25/2005 59414 301588 10,206 SF 10,206 2,600,000.00 As Is Cushman & Wakefield 9/30/2005 59414 000187 10,380 SF 10,380 2,600,000.00 As Is Cushman & Wakefield 9/7/2005 59414 301711 10,500 SF 10,500 2,600,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301664 10,560 SF 10,560 2,629,986.00 As Is Cushman & Wakefield 10/25/2005 59414 301632 10,101 SF 10,101 2,582,475.00 As Is Cushman & Wakefield 10/25/2005 59414 301604 9,897 SF 9,897 2,570,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301730 9,897 SF 9,897 2,614,539.00 As Is Cushman & Wakefield 10/25/2005 59414 301575 9,832 SF 9,832 2,550,000.00 As Is Cushman & Wakefield 9/14/2005 59414 000619 11,165 SF 11,165 2,605,562.00 As Is Cushman & Wakefield 10/25/2005 59414 301586 10,196 SF 10,196 2,649,825.00 As Is Cushman & Wakefield 10/25/2005 59414 300974 12,516 SF 12,516 2,635,658.00 As Is Cushman & Wakefield 10/25/2005 59414 301608 10,196 SF 10,196 2,627,272.00 As Is Cushman & Wakefield 10/25/2005 59414 303081 10,000 SF 10,000 2,500,000.00 As Is Cushman & Wakefield 9/14/2005 59414 301701 10,564 SF 10,564 2,500,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300873 8,280 SF 8,280 2,500,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301601 9,897 SF 9,897 2,577,105.00 As Is Cushman & Wakefield 10/25/2005 59414 301088 8,949 SF 8,949 2,470,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301543 10,042 SF 10,042 2,583,150.00 As Is Cushman & Wakefield 10/25/2005 59414 301785 10,464 SF 10,464 2,450,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301691 9,897 SF 9,897 2,450,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301648 8,182 SF 8,182 2,450,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301673 10,845 SF 10,845 2,450,000.00 As Is Cushman & Wakefield 9/8/2005 59414 301651 10,719 SF 10,719 2,450,000.00 As Is Cushman & Wakefield 10/14/2005 59414 301187 7,313 SF 7,313 2,450,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301493 10,500 SF 10,500 2,462,526.00 As Is Cushman & Wakefield 10/25/2005 59414 301741 9,897 SF 9,897 2,430,711.00 As Is Cushman & Wakefield 10/25/2005 59414 301531 9,830 SF 9,830 2,420,000.00 As Is Cushman & Wakefield 9/28/2005 59414 000722 13,380 SF 13,380 2,410,000.00 As Is Cushman & Wakefield 9/7/2005 59414 000291 8,928 SF 8,928 2,434,793.00 As Is Cushman & Wakefield 10/25/2005 59414 301752 9,000 SF 9,000 2,441,401.00 As Is Cushman & Wakefield 10/25/2005 59414 301622 9,897 SF 9,897 2,426,398.00 As Is Cushman & Wakefield 10/25/2005 59414 301502 10,500 SF 10,500 2,400,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301810 9,728 SF 9,728 2,400,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301623 9,849 SF 9,849 2,400,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301641 9,897 SF 9,897 2,400,000.00 As Is Cushman & Wakefield 10/14/2005 59414 000557 10,989 SF 10,989 2,415,353.00 As Is Cushman & Wakefield 10/25/2005 59414 000313 8,339 SF 8,339 2,503,626.00 As Is Cushman & Wakefield 10/25/2005 59414 301034 10,100 SF 10,100 2,385,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301434 10,341 SF 10,341 2,380,000.00 As Is Cushman & Wakefield 9/7/2005 59414 301795 10,420 SF 10,420 2,383,259.00 As Is Cushman & Wakefield 10/25/2005 59414 301612 9,897 SF 9,897 2,379,305.00 As Is Cushman & Wakefield 10/25/2005 59414 301378 9,981 SF 9,981 2,509,938.00 As Is Cushman & Wakefield 10/25/2005 59414 301720 8,772 SF 8,772 2,398,886.00 As Is Cushman & Wakefield 10/25/2005 59414 301180 7,472 SF 7,472 2,320,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301522 9,763 SF 9,763 2,331,658.00 As Is Cushman & Wakefield 10/25/2005 59414 301580 9,897 SF 9,897 2,300,000.00 As Is Cushman & Wakefield 9/16/2005 59414 071120 17,700 SF 17,700 2,300,000.00 As Is Cushman & Wakefield 9/30/2005 59414 303078 9,200 SF 9,200 2,300,000.00 As Is Cushman & Wakefield 9/14/2005 59414 301676 10,184 SF 10,184 2,300,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301603 9,775 SF 9,775 2,300,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301657 10,052 SF 10,052 2,300,000.00 As Is Cushman & Wakefield 10/7/2005 59414 000318 8,528 SF 8,528 2,300,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301051 9,240 SF 9,240 2,300,000.00 As Is Cushman & Wakefield 9/23/2005 59414 000415 8,339 SF 8,339 2,418,708.00 As Is Cushman & Wakefield 10/25/2005 59414 301572 9,897 SF 9,897 2,328,476.00 As Is Cushman & Wakefield 10/25/2005 59414 300838 8,600 SF 8,600 2,285,000.00 As Is Cushman & Wakefield 9/21/2005 59414 000645 8,621 SF 8,621 2,289,451.00 As Is Cushman & Wakefield 10/25/2005 59414 301558 9,981 SF 9,981 2,250,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301487 14,817 SF 14,817 2,250,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301654 9,905 SF 9,905 2,261,647.00 As Is Cushman & Wakefield 10/25/2005 59414 301789 8,185 SF 8,185 2,199,240.00 As Is Cushman & Wakefield 10/25/2005 59414 301063 9,194 SF 9,194 2,222,684.00 As Is Cushman & Wakefield 10/25/2005 59414 300878 8,184 SF 8,184 2,225,000.00 As Is Cushman & Wakefield 9/21/2005 59414 000225 8,052 SF 8,052 2,216,426.00 As Is Cushman & Wakefield 10/25/2005 59414 301497 10,500 SF 10,500 2,210,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301715 9,897 SF 9,897 2,204,546.00 As Is Cushman & Wakefield 10/25/2005 59414 301546 9,866 SF 9,866 2,200,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301029 7,790 SF 7,790 2,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301553 9,903 SF 9,903 2,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 000091 8,338 SF 8,338 2,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 000523 8,952 SF 8,952 2,200,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301027 9,240 SF 9,240 2,200,000.00 As Is Cushman & Wakefield 9/16/2005 59414 000090 6,708 SF 6,708 2,169,009.00 As Is Cushman & Wakefield 10/25/2005 59414 301561 9,866 SF 9,866 2,090,620.00 As Is Cushman & Wakefield 10/25/2005 59414 000235 7,938 SF 7,938 2,175,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301039 8,950 SF 8,950 2,148,537.00 As Is Cushman & Wakefield 10/25/2005 59414 300962 8,328 SF 8,328 2,110,060.00 As Is Cushman & Wakefield 10/25/2005 59414 301485 10,120 SF 10,120 2,150,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301077 9,309 SF 9,309 2,150,000.00 As Is Cushman & Wakefield 9/14/2005 59414 000253 9,358 SF 9,358 2,131,593.00 As Is Cushman & Wakefield 10/25/2005 59414 000856 8,500 SF 8,500 2,130,000.00 As Is Cushman & Wakefield 10/10/2005 59414 301721 9,897 SF 9,897 2,125,000.00 As Is Cushman & Wakefield 10/10/2005 59414 071121 17,700 SF 17,700 2,120,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301062 8,330 SF 8,330 2,120,000.00 As Is Cushman & Wakefield 10/5/2005 59414 000143 9,600 SF 9,600 1,965,572.00 As Is Cushman & Wakefield 10/25/2005 59414 301015 8,950 SF 8,950 2,100,000.00 As Is Cushman & Wakefield 9/23/2005 59414 300998 8,229 SF 8,229 2,100,000.00 As Is Cushman & Wakefield 9/23/2005 59414 300906 8,484 SF 8,484 2,100,000.00 As Is Cushman & Wakefield 9/20/2005 59414 000373 8,544 SF 8,544 2,024,339.00 As Is Cushman & Wakefield 10/25/2005 59414 301030 8,668 SF 8,668 2,245,492.00 As Is Cushman & Wakefield 10/25/2005 59414 000099 9,275 SF 9,275 2,081,277.00 As Is Cushman & Wakefield 10/25/2005 59414 300897 16,600 SF 16,600 2,047,229.00 As Is Cushman & Wakefield 10/25/2005 59414 000142 8,580 SF 8,580 2,063,322.00 As Is Cushman & Wakefield 10/25/2005 59414 074022 5,950 SF 5,950 2,070,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300805 7,240 SF 7,240 2,060,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301518 9,823 SF 9,823 2,050,000.00 As Is Cushman & Wakefield 9/21/2005 59414 300882 8,301 SF 8,301 2,015,379.00 As Is Cushman & Wakefield 10/25/2005 59414 300858 8,060 SF 8,060 2,040,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301181 7,490 SF 7,490 1,976,825.00 As Is Cushman & Wakefield 10/25/2005 59414 301048 10,100 SF 10,100 2,030,000.00 As Is Cushman & Wakefield 9/23/2005 59414 000620 10,380 SF 10,380 2,096,179.00 As Is Cushman & Wakefield 10/25/2005 59414 301412 8,060 SF 8,060 1,992,083.00 As Is Cushman & Wakefield 10/25/2005 59414 301105 14,944 SF 14,944 1,951,395.00 As Is Cushman & Wakefield 10/25/2005 59414 301540 9,897 SF 9,897 2,053,700.00 As Is Cushman & Wakefield 10/25/2005 59414 301499 10,500 SF 10,500 2,068,789.00 As Is Cushman & Wakefield 10/25/2005 59414 301221 6,260 SF 6,260 2,000,000.00 As Is Cushman & Wakefield 9/20/2005 59414 301076 9,514 SF 9,514 2,000,000.00 As Is Cushman & Wakefield 9/26/2005 59414 301018 7,292 SF 7,292 1,450,000.00 As Is Cushman & Wakefield 10/13/2005 59414 300971 8,330 SF 8,330 2,000,000.00 As Is Cushman & Wakefield 9/23/2005 59414 300976 8,925 SF 8,925 2,000,000.00 As Is Cushman & Wakefield 10/6/2005 59414 000100 9,272 SF 9,272 2,300,000.00 As Is Cushman & Wakefield 9/14/2005 59414 301523 9,897 SF 9,897 2,000,000.00 As Is Cushman & Wakefield 9/27/2005 59414 302500 10,400 SF 10,400 2,000,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300820 8,330 SF 8,330 2,000,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301103 12,400 SF 12,400 2,111,939.00 As Is Cushman & Wakefield 10/25/2005 59414 000897 8,397 SF 8,397 1,979,606.00 As Is Cushman & Wakefield 10/25/2005 59414 301548 9,903 SF 9,903 1,980,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301176 7,490 SF 7,490 1,970,000.00 As Is Cushman & Wakefield 9/27/2005 59414 300970 16,557 SF 16,557 1,955,648.00 As Is Cushman & Wakefield 10/25/2005 59414 301172 7,630 SF 7,630 1,960,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301065 7,471 SF 7,471 1,891,166.00 As Is Cushman & Wakefield 10/25/2005 59414 000493 8,338 SF 8,338 1,889,258.00 As Is Cushman & Wakefield 10/25/2005 59414 301818 10,145 SF 10,145 1,925,000.00 As Is Cushman & Wakefield 1/1/2006 59414 300845 8,229 SF 8,229 1,920,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301115 7,472 SF 7,472 1,878,452.00 As Is Cushman & Wakefield 10/25/2005 59414 300977 8,686 SF 8,686 1,940,484.00 As Is Cushman & Wakefield 10/25/2005 59414 301528 9,830 SF 9,830 1,970,866.00 As Is Cushman & Wakefield 10/25/2005 59414 301358 6,206 SF 6,206 1,808,957.00 As Is Cushman & Wakefield 10/25/2005 59414 301315 6,260 SF 6,260 1,900,000.00 As Is Cushman & Wakefield 9/20/2005 59414 300867 8,122 SF 8,122 1,900,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301416 8,027 SF 8,027 1,900,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301163 7,472 SF 7,472 1,900,000.00 As Is Cushman & Wakefield 10/6/2005 59414 300975 8,266 SF 8,266 1,900,000.00 As Is Cushman & Wakefield 10/6/2005 59414 300861 8,190 SF 8,190 1,900,000.00 As Is Cushman & Wakefield 9/15/2005 59414 301490 10,500 SF 10,500 1,975,535.00 As Is Cushman & Wakefield 10/25/2005 59414 300874 7,240 SF 7,240 1,880,000.00 As Is Cushman & Wakefield 9/30/2005 59414 000757 8,397 SF 8,397 1,885,398.00 As Is Cushman & Wakefield 10/25/2005 59414 301248 6,251 SF 6,251 1,784,681.00 As Is Cushman & Wakefield 10/25/2005 59414 000551 8,397 SF 8,397 1,882,064.00 As Is Cushman & Wakefield 10/25/2005 59414 301681 7,700 SF 7,700 1,857,537.00 As Is Cushman & Wakefield 10/25/2005 59414 000066 8,300 SF 8,300 1,848,018.00 As Is Cushman & Wakefield 10/25/2005 59414 301042 8,568 SF 8,568 1,890,653.00 As Is Cushman & Wakefield 10/25/2005 59414 000224 9,358 SF 9,358 1,850,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301392 6,791 SF 6,791 1,850,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300938 9,230 SF 9,230 1,850,000.00 As Is Cushman & Wakefield 9/26/2005 59414 301432 7,317 SF 7,317 1,851,254.00 As Is Cushman & Wakefield 10/25/2005 59414 000323 9,166 SF 9,166 1,843,136.00 As Is Cushman & Wakefield 10/25/2005 59414 301086 7,920 SF 7,920 1,825,000.00 As Is Cushman & Wakefield 10/4/2005 59414 000168 8,402 SF 8,402 1,825,000.00 As Is Cushman & Wakefield 10/14/2005 59414 300990 6,964 SF 6,964 1,820,000.00 As Is Cushman & Wakefield 9/14/2005 59414 301308 6,206 SF 6,206 1,729,380.00 As Is Cushman & Wakefield 10/25/2005 59414 000837 8,692 SF 8,692 1,764,518.00 As Is Cushman & Wakefield 10/25/2005 59414 301232 6,260 SF 6,260 1,800,000.00 As Is Cushman & Wakefield 9/13/2005 59414 000888 6,175 SF 6,175 1,800,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300986 8,121 SF 8,121 1,800,000.00 As Is Cushman & Wakefield 10/4/2005 59414 000150 7,764 SF 7,764 1,780,291.00 As Is Cushman & Wakefield 10/25/2005 59414 300982 8,464 SF 8,464 1,833,033.00 As Is Cushman & Wakefield 10/25/2005 59414 000073 7,740 SF 7,740 1,779,176.00 As Is Cushman & Wakefield 10/25/2005 59414 300995 7,490 SF 7,490 1,863,959.00 As Is Cushman & Wakefield 10/25/2005 59414 301056 8,568 SF 8,568 1,831,443.00 As Is Cushman & Wakefield 10/25/2005 59414 301433 7,686 SF 7,686 1,770,000.00 As Is Cushman & Wakefield 9/7/2005 59414 301288 6,260 SF 6,260 1,731,047.00 As Is Cushman & Wakefield 10/25/2005 59414 301279 8,200 SF 8,200 1,741,709.00 As Is Cushman & Wakefield 10/25/2005 59414 301004 9,000 SF 9,000 1,750,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301480 9,858 SF 9,858 1,750,000.00 As Is Cushman & Wakefield 10/3/2005 59414 000539 9,400 SF 9,400 1,750,000.00 As Is Cushman & Wakefield 9/20/2005 59414 000574 8,397 SF 8,397 1,781,366.00 As Is Cushman & Wakefield 10/25/2005 59414 301073 9,569 SF 9,569 1,794,080.00 As Is Cushman & Wakefield 10/25/2005 59414 000379 8,680 SF 8,680 1,740,000.00 As Is Cushman & Wakefield 9/7/2005 59414 000741 6,080 SF 6,080 1,692,289.00 As Is Cushman & Wakefield 10/25/2005 59414 000417 6,365 SF 6,365 1,693,623.00 As Is Cushman & Wakefield 10/25/2005 59414 300224 6,312 SF 6,312 1,725,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301368 6,319 SF 6,319 1,725,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301476 10,500 SF 10,500 1,720,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301335 6,206 SF 6,206 1,720,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301126 6,260 SF 6,260 1,720,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301098 7,251 SF 7,251 1,700,000.00 As Is Cushman & Wakefield 9/22/2005 59414 301050 7,952 SF 7,952 1,700,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300833 8,055 SF 8,055 1,700,000.00 As Is Cushman & Wakefield 10/5/2005 59414 000435 8,397 SF 8,397 1,700,000.00 As Is Cushman & Wakefield 10/4/2005 59414 000543 8,300 SF 8,300 1,700,000.00 As Is Cushman & Wakefield 10/6/2005 59414 000748 8,300 SF 8,300 1,700,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301094 6,275 SF 6,275 1,690,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301090 7,472 SF 7,472 1,690,000.00 As Is Cushman & Wakefield 9/23/2005 59414 000773 7,232 SF 7,232 1,757,622.00 As Is Cushman & Wakefield 10/25/2005 59414 000564 7,500 SF 7,500 1,628,310.00 As Is Cushman & Wakefield 10/25/2005 59414 301227 6,264 SF 6,264 1,621,388.00 As Is Cushman & Wakefield 10/25/2005 59414 000759 7,300 SF 7,300 1,742,045.00 As Is Cushman & Wakefield 10/25/2005 59414 300997 8,955 SF 8,955 1,702,387.00 As Is Cushman & Wakefield 10/25/2005 59414 000413 7,523 SF 7,523 1,625,559.00 As Is Cushman & Wakefield 10/25/2005 59414 301089 7,952 SF 7,952 1,638,532.00 As Is Cushman & Wakefield 10/25/2005 59414 300782 8,060 SF 8,060 1,660,000.00 As Is Cushman & Wakefield 9/23/2005 59414 300960 8,995 SF 8,995 1,692,220.00 As Is Cushman & Wakefield 10/25/2005 59414 000366 8,402 SF 8,402 1,654,825.00 As Is Cushman & Wakefield 10/25/2005 59414 301280 8,200 SF 8,200 1,650,000.00 As Is Cushman & Wakefield 10/1/2005 59414 301186 6,260 SF 6,260 1,650,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300930 4,978 SF 4,978 1,350,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301829 9,000 SF 9,000 1,650,000.00 As Is Cushman & Wakefield 9/11/2005 59414 000540 6,175 SF 6,175 1,650,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301319 6,260 SF 6,260 1,650,000.00 As Is Cushman & Wakefield 9/19/2005 59414 301382 6,791 SF 6,791 1,646,415.00 As Is Cushman & Wakefield 10/25/2005 59414 301038 8,300 SF 8,300 1,648,894.00 As Is Cushman & Wakefield 10/25/2005 59414 300972 7,395 SF 7,395 1,650,277.00 As Is Cushman & Wakefield 10/25/2005 59414 000866 7,750 SF 7,750 1,647,541.00 As Is Cushman & Wakefield 10/25/2005 59414 301398 6,182 SF 6,182 1,609,312.00 As Is Cushman & Wakefield 10/25/2005 59414 300989 7,462 SF 7,462 1,643,910.00 As Is Cushman & Wakefield 10/25/2005 59414 301397 6,206 SF 6,206 1,625,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301072 7,952 SF 7,952 1,625,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301025 7,952 SF 7,952 1,625,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301087 7,553 SF 7,553 1,636,297.00 As Is Cushman & Wakefield 10/25/2005 59414 301242 7,472 SF 7,472 1,500,370.00 As Is Cushman & Wakefield 10/25/2005 59414 000049 6,016 SF 6,016 1,574,137.00 As Is Cushman & Wakefield 10/25/2005 59414 300218 7,792 SF 7,792 1,604,632.00 As Is Cushman & Wakefield 10/25/2005 59414 301326 6,319 SF 6,319 1,587,836.00 As Is Cushman & Wakefield 10/25/2005 59414 300922 7,206 SF 7,206 1,612,392.00 As Is Cushman & Wakefield 10/25/2005 59414 000827 8,300 SF 8,300 1,632,434.00 As Is Cushman & Wakefield 10/25/2005 59414 301162 7,313 SF 7,313 1,573,036.00 As Is Cushman & Wakefield 10/25/2005 59414 301259 6,260 SF 6,260 1,606,327.00 As Is Cushman & Wakefield 10/25/2005 59414 301465 7,766 SF 7,766 1,584,266.00 As Is Cushman & Wakefield 10/25/2005 59414 000869 7,400 SF 7,400 1,600,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301402 6,387 SF 6,387 1,600,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301363 6,025 SF 6,025 1,600,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301352 6,182 SF 6,182 1,600,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301311 6,254 SF 6,254 1,600,000.00 As Is Cushman & Wakefield 9/19/2005 59414 301291 6,260 SF 6,260 1,600,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301118 5,880 SF 5,880 1,600,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301152 7,313 SF 7,313 1,600,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300993 5,880 SF 5,880 1,600,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301147 7,471 SF 7,471 1,600,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301104 6,695 SF 6,695 1,600,000.00 As Is Cushman & Wakefield 9/27/2005 59414 300987 7,251 SF 7,251 1,600,000.00 As Is Cushman & Wakefield 9/22/2005 59414 300518 7,761 SF 7,761 1,600,000.00 As Is Cushman & Wakefield 9/15/2005 59414 301212 6,260 SF 6,260 1,568,632.00 As Is Cushman & Wakefield 10/25/2005 59414 000584 7,688 SF 7,688 1,586,896.00 As Is Cushman & Wakefield 10/25/2005 59414 301109 4,738 SF 4,738 1,661,421.00 As Is Cushman & Wakefield 10/25/2005 59414 301091 7,952 SF 7,952 1,576,275.00 As Is Cushman & Wakefield 10/25/2005 59414 000086 7,523 SF 7,523 1,580,000.00 As Is Cushman & Wakefield 10/14/2005 59414 301067 7,202 SF 7,202 1,575,000.00 As Is Cushman & Wakefield 9/29/2005 59414 301405 6,673 SF 6,673 1,575,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301327 6,260 SF 6,260 1,575,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301141 6,270 SF 6,270 1,575,000.00 As Is Cushman & Wakefield 9/29/2005 59414 301111 7,647 SF 7,647 1,575,000.00 As Is Cushman & Wakefield 10/21/2005 59414 301373 6,206 SF 6,206 1,570,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301043 7,202 SF 7,202 1,575,551.00 As Is Cushman & Wakefield 10/25/2005 59414 000772 8,402 SF 8,402 1,573,786.00 As Is Cushman & Wakefield 10/25/2005 59414 301364 6,303 SF 6,303 1,545,204.00 As Is Cushman & Wakefield 10/25/2005 59414 301179 6,260 SF 6,260 1,533,876.00 As Is Cushman & Wakefield 10/25/2005 59414 300801 7,800 SF 7,800 1,560,000.00 As Is Cushman & Wakefield 9/7/2005 59414 301477 5,436 SF 5,436 1,529,735.00 As Is Cushman & Wakefield 10/25/2005 59414 301388 6,289 SF 6,289 1,580,775.00 As Is Cushman & Wakefield 10/25/2005 59414 301201 6,260 SF 6,260 1,528,558.00 As Is Cushman & Wakefield 10/25/2005 59414 300924 7,940 SF 7,940 1,550,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300889 8,225 SF 8,225 1,550,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301678 7,485 SF 7,485 1,550,000.00 As Is Cushman & Wakefield 9/21/2005 59414 301070 7,437 SF 7,437 1,550,000.00 As Is Cushman & Wakefield 9/30/2005 59414 300809 8,055 SF 8,055 1,550,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301170 5,880 SF 5,880 1,539,153.00 As Is Cushman & Wakefield 10/25/2005 59414 000541 6,288 SF 6,288 1,479,596.00 As Is Cushman & Wakefield 10/25/2005 59414 000159 6,175 SF 6,175 1,452,199.00 As Is Cushman & Wakefield 10/25/2005 59414 301483 10,137 SF 10,137 1,530,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301273 12,520 SF 12,520 1,545,050.00 As Is Cushman & Wakefield 10/25/2005 59414 301167 6,260 SF 6,260 1,525,000.00 As Is Cushman & Wakefield 9/29/2005 59414 301169 5,900 SF 5,900 1,525,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300983 7,202 SF 7,202 1,525,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301353 6,025 SF 6,025 1,531,603.00 As Is Cushman & Wakefield 10/25/2005 59414 300931 6,962 SF 6,962 1,593,946.00 As Is Cushman & Wakefield 10/25/2005 59414 305003 6,200 SF 6,200 1,455,208.00 As Is Cushman & Wakefield 10/25/2005 59414 301389 6,223 SF 6,223 1,440,080.00 As Is Cushman & Wakefield 10/25/2005 59414 301328 6,319 SF 6,319 1,500,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301082 4,779 SF 4,779 1,500,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301054 8,315 SF 8,315 1,500,000.00 As Is Cushman & Wakefield 9/26/2005 59414 301068 7,490 SF 7,490 1,500,000.00 As Is Cushman & Wakefield 10/7/2005 59414 000829 8,397 SF 8,397 1,500,000.00 As Is Cushman & Wakefield 10/7/2005 59414 000071 8,342 SF 8,342 1,500,000.00 As Is Cushman & Wakefield 10/14/2005 59414 301340 6,260 SF 6,260 1,500,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301267 6,260 SF 6,260 1,500,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301229 6,260 SF 6,260 1,500,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301215 6,260 SF 6,260 1,500,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301161 5,879 SF 5,879 1,500,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301045 7,140 SF 7,140 1,500,000.00 As Is Cushman & Wakefield 9/26/2005 59414 301064 7,437 SF 7,437 1,500,000.00 As Is Cushman & Wakefield 9/30/2005 59414 300964 6,694 SF 6,694 1,500,000.00 As Is Cushman & Wakefield 9/28/2005 59414 000604 7,300 SF 7,300 1,500,000.00 As Is Cushman & Wakefield 9/27/2005 59414 000834 6,175 SF 6,175 1,420,074.00 As Is Cushman & Wakefield 10/25/2005 59414 301302 6,316 SF 6,316 1,481,832.00 As Is Cushman & Wakefield 10/25/2005 59414 301379 6,182 SF 6,182 1,520,824.00 As Is Cushman & Wakefield 10/25/2005 59414 301185 7,358 SF 7,358 1,469,871.00 As Is Cushman & Wakefield 10/25/2005 59414 300959 7,411 SF 7,411 1,480,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300967 7,551 SF 7,551 1,361,368.00 As Is Cushman & Wakefield 10/25/2005 59414 301316 6,260 SF 6,260 1,475,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301157 5,879 SF 5,879 1,475,000.00 As Is Cushman & Wakefield 10/4/2005 59414 000552 6,175 SF 6,175 1,417,319.00 As Is Cushman & Wakefield 10/25/2005 59414 301120 5,880 SF 5,880 1,470,000.00 As Is Cushman & Wakefield 9/29/2005 59414 070457 6,040 SF 6,040 1,440,181.00 As Is Cushman & Wakefield 10/25/2005 59414 301390 6,070 SF 6,070 1,490,580.00 As Is Cushman & Wakefield 10/25/2005 59414 300968 6,945 SF 6,945 1,466,619.00 As Is Cushman & Wakefield 10/25/2005 59414 000468 6,175 SF 6,175 1,373,196.00 As Is Cushman & Wakefield 10/25/2005 59414 301377 6,126 SF 6,126 1,450,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300884 7,202 SF 7,202 1,450,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301079 7,437 SF 7,437 1,450,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301095 7,553 SF 7,553 1,450,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301002 7,202 SF 7,202 1,450,000.00 As Is Cushman & Wakefield 10/4/2005 59414 300978 7,210 SF 7,210 1,450,000.00 As Is Cushman & Wakefield 10/11/2005 59414 301369 6,206 SF 6,206 1,450,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301303 6,260 SF 6,260 1,450,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301270 6,260 SF 6,260 1,450,000.00 As Is Cushman & Wakefield 10/4/2005 59414 301031 8,791 SF 8,791 1,450,000.00 As Is Cushman & Wakefield 9/15/2005 59414 300953 8,336 SF 8,336 1,450,000.00 As Is Cushman & Wakefield 10/6/2005 59414 300939 6,922 SF 6,922 1,450,000.00 As Is Cushman & Wakefield 9/27/2005 59414 300886 8,300 SF 8,300 1,450,000.00 As Is Cushman & Wakefield 10/5/2005 59414 000565 4,950 SF 4,950 1,450,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300776 6,532 SF 6,532 1,476,167.00 As Is Cushman & Wakefield 10/25/2005 59414 301401 6,182 SF 6,182 1,516,205.00 As Is Cushman & Wakefield 10/25/2005 59414 300620 8,060 SF 8,060 1,562,543.00 As Is Cushman & Wakefield 10/25/2005 59414 000002 4,704 SF 4,704 1,282,842.00 As Is Cushman & Wakefield 10/25/2005 59414 301142 6,260 SF 6,260 1,424,394.00 As Is Cushman & Wakefield 10/25/2005 59414 000875 5,040 SF 5,040 1,304,438.00 As Is Cushman & Wakefield 10/25/2005 59414 300800 4,990 SF 4,990 1,314,550.00 As Is Cushman & Wakefield 10/25/2005 59414 300895 8,402 SF 8,402 1,430,000.00 As Is Cushman & Wakefield 9/30/2005 59414 300828 8,018 SF 8,018 1,564,606.00 As Is Cushman & Wakefield 10/25/2005 59414 301047 16,672 SF 16,672 1,424,008.00 As Is Cushman & Wakefield 10/25/2005 59414 301084 7,437 SF 7,437 1,420,000.00 As Is Cushman & Wakefield 9/14/2005 59414 301343 6,260 SF 6,260 1,466,045.00 As Is Cushman & Wakefield 10/25/2005 59414 301218 6,260 SF 6,260 1,455,654.00 As Is Cushman & Wakefield 10/25/2005 59414 301003 7,243 SF 7,243 1,396,711.00 As Is Cushman & Wakefield 10/25/2005 59414 300992 7,395 SF 7,395 1,400,989.00 As Is Cushman & Wakefield 10/25/2005 59414 301341 6,260 SF 6,260 1,452,524.00 As Is Cushman & Wakefield 10/25/2005 59414 301190 6,260 SF 6,260 1,442,325.00 As Is Cushman & Wakefield 10/25/2005 59414 301813 7,018 SF 7,018 1,400,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301269 6,260 SF 6,260 1,400,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301241 6,254 SF 6,254 1,400,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301066 6,922 SF 6,922 1,400,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301041 6,980 SF 6,980 1,400,000.00 As Is Cushman & Wakefield 9/27/2005 59414 300957 6,833 SF 6,833 1,400,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301380 6,025 SF 6,025 1,400,000.00 As Is Cushman & Wakefield 10/14/2005 59414 301356 6,050 SF 6,050 1,400,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301263 6,260 SF 6,260 1,400,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301235 6,148 SF 6,148 1,400,000.00 As Is Cushman & Wakefield 9/22/2005 59414 301237 6,313 SF 6,313 1,400,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301281 8,200 SF 8,200 1,400,000.00 As Is Cushman & Wakefield 10/1/2005 59414 301143 6,260 SF 6,260 1,400,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301107 5,880 SF 5,880 1,400,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301011 8,600 SF 8,600 1,400,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300888 4,990 SF 4,990 1,400,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300621 6,992 SF 6,992 1,400,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301158 5,865 SF 5,865 1,317,665.00 As Is Cushman & Wakefield 10/25/2005 59414 301228 6,260 SF 6,260 1,438,431.00 As Is Cushman & Wakefield 10/25/2005 59414 301016 7,411 SF 7,411 1,492,544.00 As Is Cushman & Wakefield 10/25/2005 59414 301220 6,260 SF 6,260 1,392,989.00 As Is Cushman & Wakefield 10/25/2005 59414 301178 6,260 SF 6,260 1,445,216.00 As Is Cushman & Wakefield 10/25/2005 59414 301290 6,260 SF 6,260 1,436,193.00 As Is Cushman & Wakefield 10/25/2005 59414 301333 6,260 SF 6,260 1,431,030.00 As Is Cushman & Wakefield 10/25/2005 59414 301148 5,880 SF 5,880 1,380,000.00 As Is Cushman & Wakefield 9/29/2005 59414 000382 9,170 SF 9,170 1,380,000.00 As Is Cushman & Wakefield 9/8/2005 59414 301245 6,260 SF 6,260 1,425,544.00 As Is Cushman & Wakefield 10/25/2005 59414 301264 6,260 SF 6,260 1,423,128.00 As Is Cushman & Wakefield 10/25/2005 59414 301022 7,336 SF 7,336 1,371,290.00 As Is Cushman & Wakefield 10/25/2005 59414 301338 6,182 SF 6,182 1,326,453.00 As Is Cushman & Wakefield 10/25/2005 59414 301261 6,372 SF 6,372 1,331,321.00 As Is Cushman & Wakefield 10/25/2005 59414 301446 7,153 SF 7,153 1,359,700.00 As Is Cushman & Wakefield 10/25/2005 59414 301209 6,260 SF 6,260 1,317,442.00 As Is Cushman & Wakefield 10/25/2005 59414 301334 6,182 SF 6,182 1,310,389.00 As Is Cushman & Wakefield 10/25/2005 59414 000034 6,365 SF 6,365 1,320,798.00 As Is Cushman & Wakefield 10/25/2005 59414 000631 5,225 SF 5,225 1,268,236.00 As Is Cushman & Wakefield 10/25/2005 59414 301020 6,572 SF 6,572 1,408,147.00 As Is Cushman & Wakefield 10/25/2005 59414 301085 7,420 SF 7,420 1,350,000.00 As Is Cushman & Wakefield 9/30/2005 59414 000089 4,700 SF 4,700 1,350,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301399 6,206 SF 6,206 1,350,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301348 6,182 SF 6,182 1,350,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301284 7,054 SF 7,054 1,350,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301205 6,260 SF 6,260 1,350,000.00 As Is Cushman & Wakefield 10/12/2005 59414 301160 7,471 SF 7,471 1,350,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301069 7,437 SF 7,437 1,350,000.00 As Is Cushman & Wakefield 9/29/2005 59414 300985 7,411 SF 7,411 1,350,000.00 As Is Cushman & Wakefield 9/29/2005 59414 300956 7,980 SF 7,980 1,350,000.00 As Is Cushman & Wakefield 10/1/2005 59414 300917 4,980 SF 4,980 1,350,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300911 7,244 SF 7,244 1,350,000.00 As Is Cushman & Wakefield 10/6/2005 59414 000079 7,280 SF 7,280 1,350,000.00 As Is Cushman & Wakefield 9/14/2005 59414 301217 6,260 SF 6,260 1,403,917.00 As Is Cushman & Wakefield 10/25/2005 59414 301351 6,025 SF 6,025 1,398,869.00 As Is Cushman & Wakefield 10/25/2005 59414 300814 6,700 SF 6,700 1,428,176.00 As Is Cushman & Wakefield 10/25/2005 59414 000889 6,400 SF 6,400 1,308,054.00 As Is Cushman & Wakefield 10/25/2005 59414 301266 6,260 SF 6,260 1,297,311.00 As Is Cushman & Wakefield 10/25/2005 59414 301313 5,877 SF 5,877 1,275,819.00 As Is Cushman & Wakefield 10/25/2005 59414 301200 6,260 SF 6,260 1,384,181.00 As Is Cushman & Wakefield 10/25/2005 59414 301424 7,317 SF 7,317 1,329,539.00 As Is Cushman & Wakefield 10/25/2005 59414 301478 5,567 SF 5,567 1,330,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301001 4,739 SF 4,739 1,330,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301165 5,879 SF 5,879 1,325,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301005 6,780 SF 6,780 1,290,151.00 As Is Cushman & Wakefield 10/25/2005 59414 301102 7,471 SF 7,471 1,310,000.00 As Is Cushman & Wakefield 10/14/2005 59414 301226 6,259 SF 6,259 1,268,745.00 As Is Cushman & Wakefield 10/25/2005 59414 301331 6,260 SF 6,260 1,300,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300229 6,312 SF 6,312 1,300,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301295 6,260 SF 6,260 1,300,000.00 As Is Cushman & Wakefield 9/9/2005 59414 301305 6,260 SF 6,260 1,300,000.00 As Is Cushman & Wakefield 9/24/2005 59414 301277 6,260 SF 6,260 1,300,000.00 As Is Cushman & Wakefield 9/9/2005 59414 301298 6,260 SF 6,260 1,300,000.00 As Is Cushman & Wakefield 9/7/2005 59414 301254 6,260 SF 6,260 1,300,000.00 As Is Cushman & Wakefield 9/9/2005 59414 301249 6,201 SF 6,201 1,300,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301010 4,860 SF 4,860 1,300,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301092 6,922 SF 6,922 1,300,000.00 As Is Cushman & Wakefield 9/21/2005 59414 300999 6,922 SF 6,922 1,300,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300941 7,420 SF 7,420 1,300,000.00 As Is Cushman & Wakefield 10/4/2005 59414 300915 4,978 SF 4,978 1,300,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300227 6,312 SF 6,312 1,300,000.00 As Is Cushman & Wakefield 10/3/2005 59414 000727 4,950 SF 4,950 1,197,352.00 As Is Cushman & Wakefield 10/25/2005 59414 300900 8,064 SF 8,064 1,295,107.00 As Is Cushman & Wakefield 10/25/2005 59414 301153 5,866 SF 5,866 1,336,717.00 As Is Cushman & Wakefield 10/25/2005 59414 301166 6,260 SF 6,260 1,253,254.00 As Is Cushman & Wakefield 10/25/2005 59414 301175 6,260 SF 6,260 1,250,313.00 As Is Cushman & Wakefield 10/25/2005 59414 300914 4,972 SF 4,972 1,254,534.00 As Is Cushman & Wakefield 10/25/2005 59414 301139 5,880 SF 5,880 1,310,997.00 As Is Cushman & Wakefield 10/25/2005 59414 301196 4,739 SF 4,739 1,275,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300222 7,410 SF 7,410 1,275,000.00 As Is Cushman & Wakefield 9/19/2005 59414 301336 6,032 SF 6,032 1,270,000.00 As Is Cushman & Wakefield 9/24/2005 59414 300216 7,680 SF 7,680 1,354,787.00 As Is Cushman & Wakefield 10/25/2005 59414 301223 6,313 SF 6,313 1,260,000.00 As Is Cushman & Wakefield 9/8/2005 59414 300963 9,000 SF 9,000 1,260,000.00 As Is Cushman & Wakefield 9/29/2005 59414 301171 5,880 SF 5,880 1,307,659.00 As Is Cushman & Wakefield 10/25/2005 59414 300226 6,312 SF 6,312 1,265,045.00 As Is Cushman & Wakefield 10/25/2005 59414 301130 4,744 SF 4,744 1,155,790.00 As Is Cushman & Wakefield 10/25/2005 59414 301156 5,880 SF 5,880 1,305,346.00 As Is Cushman & Wakefield 10/25/2005 59414 300860 4,975 SF 4,975 1,250,000.00 As Is Cushman & Wakefield 9/15/2005 59414 300219 7,792 SF 7,792 1,250,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301198 6,264 SF 6,264 1,250,000.00 As Is Cushman & Wakefield 9/8/2005 59414 301159 6,280 SF 6,280 1,250,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300844 4,900 SF 4,900 1,250,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300926 4,975 SF 4,975 1,250,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300107 5,972 SF 5,972 1,250,000.00 As Is Cushman & Wakefield 9/28/2005 59414 000449 6,175 SF 6,175 1,243,134.00 As Is Cushman & Wakefield 10/25/2005 59414 301078 7,437 SF 7,437 1,321,959.00 As Is Cushman & Wakefield 10/25/2005 59414 000900 8,342 SF 8,342 1,262,925.00 As Is Cushman & Wakefield 10/25/2005 59414 301071 5,959 SF 5,959 1,317,340.00 As Is Cushman & Wakefield 10/25/2005 59414 301132 5,880 SF 5,880 1,281,493.00 As Is Cushman & Wakefield 10/25/2005 59414 071230 5,500 SF 5,500 1,167,693.00 As Is Cushman & Wakefield 10/25/2005 59414 301117 5,800 SF 5,800 1,225,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300862 4,978 SF 4,978 1,166,505.00 As Is Cushman & Wakefield 10/25/2005 59414 301006 4,860 SF 4,860 1,103,186.00 As Is Cushman & Wakefield 10/25/2005 59414 071231 5,500 SF 5,500 1,155,001.00 As Is Cushman & Wakefield 10/25/2005 59414 071234 5,500 SF 5,500 1,148,531.00 As Is Cushman & Wakefield 10/25/2005 59414 000749 8,300 SF 8,300 1,225,589.00 As Is Cushman & Wakefield 10/25/2005 59414 300937 7,411 SF 7,411 1,294,620.00 As Is Cushman & Wakefield 10/25/2005 59414 300902 4,982 SF 4,982 1,154,455.00 As Is Cushman & Wakefield 10/25/2005 59414 300854 4,953 SF 4,953 1,149,211.00 As Is Cushman & Wakefield 10/25/2005 59414 301257 6,260 SF 6,260 1,200,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301244 6,270 SF 6,270 1,200,000.00 As Is Cushman & Wakefield 9/27/2005 59414 301193 6,254 SF 6,254 1,200,000.00 As Is Cushman & Wakefield 9/7/2005 59414 301026 4,860 SF 4,860 1,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300943 8,300 SF 8,300 1,200,000.00 As Is Cushman & Wakefield 10/7/2005 59414 000877 10,800 SF 10,800 1,200,000.00 As Is Cushman & Wakefield 10/14/2005 59414 301383 6,268 SF 6,268 1,200,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301211 6,260 SF 6,260 1,200,000.00 As Is Cushman & Wakefield 9/29/2005 59414 301138 5,880 SF 5,880 1,200,000.00 As Is Cushman & Wakefield 9/9/2005 59414 301046 5,861 SF 5,861 1,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301096 4,975 SF 4,975 1,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300832 4,860 SF 4,860 1,200,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300881 5,984 SF 5,984 1,200,000.00 As Is Cushman & Wakefield 9/8/2005 59414 000344 5,130 SF 5,130 1,200,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300106 6,083 SF 6,083 1,185,770.00 As Is Cushman & Wakefield 10/25/2005 59414 301028 6,922 SF 6,922 1,240,856.00 As Is Cushman & Wakefield 10/25/2005 59414 301035 7,411 SF 7,411 1,277,512.00 As Is Cushman & Wakefield 10/25/2005 59414 300842 8,138 SF 8,138 1,207,825.00 As Is Cushman & Wakefield 10/25/2005 59414 301124 5,880 SF 5,880 1,175,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300044 4,515 SF 4,515 1,175,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300991 7,243 SF 7,243 1,175,000.00 As Is Cushman & Wakefield 9/15/2005 59414 300551 4,675 SF 4,675 1,175,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300519 5,000 SF 5,000 1,175,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300928 4,750 SF 4,750 1,115,043.00 As Is Cushman & Wakefield 10/25/2005 59414 301274 6,260 SF 6,260 1,116,414.00 As Is Cushman & Wakefield 10/25/2005 59414 300880 6,922 SF 6,922 1,216,575.00 As Is Cushman & Wakefield 10/25/2005 59414 301297 6,259 SF 6,259 1,160,000.00 As Is Cushman & Wakefield 9/20/2005 59414 301177 6,260 SF 6,260 1,160,000.00 As Is Cushman & Wakefield 9/30/2005 59414 300909 4,978 SF 4,978 1,115,477.00 As Is Cushman & Wakefield 10/25/2005 59414 300548 4,611 SF 4,611 1,150,000.00 As Is Cushman & Wakefield 9/14/2005 59414 000304 4,950 SF 4,950 1,150,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301019 7,411 SF 7,411 1,244,071.00 As Is Cushman & Wakefield 10/25/2005 59414 300221 6,792 SF 6,792 1,110,699.00 As Is Cushman & Wakefield 10/25/2005 59414 300848 4,860 SF 4,860 1,061,529.00 As Is Cushman & Wakefield 10/25/2005 59414 300727 6,816 SF 6,816 1,125,143.00 As Is Cushman & Wakefield 10/25/2005 59414 300966 4,988 SF 4,988 1,086,356.00 As Is Cushman & Wakefield 10/25/2005 59414 301419 6,195 SF 6,195 1,099,327.00 As Is Cushman & Wakefield 10/25/2005 59414 300835 5,160 SF 5,160 1,095,432.00 As Is Cushman & Wakefield 10/25/2005 59414 301278 8,200 SF 8,200 1,125,000.00 As Is Cushman & Wakefield 10/1/2005 59414 000019 8,300 SF 8,300 1,140,418.00 As Is Cushman & Wakefield 10/25/2005 59414 300892 4,978 SF 4,978 1,083,951.00 As Is Cushman & Wakefield 10/25/2005 59414 300876 4,900 SF 4,900 1,114,979.00 As Is Cushman & Wakefield 10/25/2005 59414 301049 7,200 SF 7,200 1,104,645.00 As Is Cushman & Wakefield 10/25/2005 59414 301123 5,888 SF 5,888 1,290,209.00 As Is Cushman & Wakefield 10/25/2005 59414 300228 6,312 SF 6,312 1,140,686.00 As Is Cushman & Wakefield 10/25/2005 59414 000277 7,280 SF 7,280 1,080,612.00 As Is Cushman & Wakefield 10/25/2005 59414 301154 5,900 SF 5,900 1,100,000.00 As Is Cushman & Wakefield 9/28/2005 59414 301323 6,260 SF 6,260 1,100,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301349 6,182 SF 6,182 1,100,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301317 6,182 SF 6,182 1,100,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301100 4,975 SF 4,975 1,100,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301061 4,980 SF 4,980 1,100,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300935 4,978 SF 4,978 1,100,000.00 As Is Cushman & Wakefield 10/4/2005 59414 300940 4,750 SF 4,750 1,100,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300877 4,975 SF 4,975 1,100,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300834 4,961 SF 4,961 1,100,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300502 4,700 SF 4,700 1,100,000.00 As Is Cushman & Wakefield 9/16/2005 59414 300354 4,720 SF 4,720 1,100,000.00 As Is Cushman & Wakefield 9/16/2005 59414 300865 4,972 SF 4,972 1,100,000.00 As Is Cushman & Wakefield 9/27/2005 59414 000533 4,521 SF 4,521 980,222.00 As Is Cushman & Wakefield 10/25/2005 59414 300944 7,471 SF 7,471 1,080,000.00 As Is Cushman & Wakefield 9/30/2005 59414 301080 4,738 SF 4,738 997,183.00 As Is Cushman & Wakefield 10/25/2005 59414 300969 4,949 SF 4,949 1,079,835.00 As Is Cushman & Wakefield 10/25/2005 59414 300827 4,860 SF 4,860 1,026,854.00 As Is Cushman & Wakefield 10/25/2005 59414 300380 4,553 SF 4,553 1,050,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301174 5,880 SF 5,880 1,050,000.00 As Is Cushman & Wakefield 10/14/2005 59414 300850 4,900 SF 4,900 1,050,000.00 As Is Cushman & Wakefield 10/4/2005 59414 300733 4,889 SF 4,889 1,050,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300578 4,710 SF 4,710 1,050,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300947 4,982 SF 4,982 968,864.00 As Is Cushman & Wakefield 10/25/2005 59414 301207 6,260 SF 6,260 1,008,845.00 As Is Cushman & Wakefield 10/25/2005 59414 301355 6,182 SF 6,182 1,012,910.00 As Is Cushman & Wakefield 10/25/2005 59414 300235 4,670 SF 4,670 932,947.00 As Is Cushman & Wakefield 10/25/2005 59414 300996 6,464 SF 6,464 1,030,000.00 As Is Cushman & Wakefield 9/26/2005 59414 300852 4,860 SF 4,860 1,025,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300950 4,828 SF 4,828 1,040,316.00 As Is Cushman & Wakefield 10/25/2005 59414 070456 3,697 SF 3,697 941,302.00 As Is Cushman & Wakefield 10/25/2005 59414 300822 4,950 SF 4,950 1,161,514.00 As Is Cushman & Wakefield 10/25/2005 59414 301246 6,260 SF 6,260 989,213.00 As Is Cushman & Wakefield 10/25/2005 59414 300556 4,629 SF 4,629 951,998.00 As Is Cushman & Wakefield 10/25/2005 59414 300952 4,860 SF 4,860 930,592.00 As Is Cushman & Wakefield 10/25/2005 59414 300821 4,860 SF 4,860 1,154,059.00 As Is Cushman & Wakefield 10/25/2005 59414 301136 4,698 SF 4,698 1,022,585.00 As Is Cushman & Wakefield 10/25/2005 59414 300908 4,978 SF 4,978 1,000,000.00 As Is Cushman & Wakefield 10/1/2005 59414 300898 4,860 SF 4,860 1,000,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300887 4,881 SF 4,881 1,000,000.00 As Is Cushman & Wakefield 9/9/2005 59414 300383 4,654 SF 4,654 1,000,000.00 As Is Cushman & Wakefield 10/7/2005 59414 301679 5,300 SF 5,300 1,000,000.00 As Is Cushman & Wakefield 9/21/2005 59414 301093 4,739 SF 4,739 1,000,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301021 4,860 SF 4,860 1,000,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300934 4,978 SF 4,978 1,000,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300879 4,974 SF 4,974 1,000,000.00 As Is Cushman & Wakefield 10/6/2005 59414 300885 4,972 SF 4,972 1,000,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300793 4,975 SF 4,975 1,000,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300839 10,412 SF 10,412 1,000,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300738 4,900 SF 4,900 1,000,000.00 As Is Cushman & Wakefield 10/3/2005 59414 000655 7,500 SF 7,500 1,000,000.00 As Is Cushman & Wakefield 9/9/2005 59414 300871 4,975 SF 4,975 923,790.00 As Is Cushman & Wakefield 10/25/2005 59414 300792 5,232 SF 5,232 1,026,186.00 As Is Cushman & Wakefield 10/25/2005 59414 300806 5,241 SF 5,241 1,020,928.00 As Is Cushman & Wakefield 10/25/2005 59414 300913 6,510 SF 6,510 960,210.00 As Is Cushman & Wakefield 10/25/2005 59414 000893 8,318 SF 8,318 1,020,723.00 As Is Cushman & Wakefield 10/25/2005 59414 300525 4,500 SF 4,500 958,451.00 As Is Cushman & Wakefield 10/25/2005 59414 300907 4,978 SF 4,978 913,826.00 As Is Cushman & Wakefield 10/25/2005 59414 300774 4,860 SF 4,860 994,428.00 As Is Cushman & Wakefield 10/25/2005 59414 300920 4,990 SF 4,990 1,003,061.00 As Is Cushman & Wakefield 10/25/2005 59414 073004 5,300 SF 5,300 975,000.00 As Is Cushman & Wakefield 9/16/2005 59414 301283 4,747 SF 4,747 975,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300803 4,900 SF 4,900 899,892.00 As Is Cushman & Wakefield 10/25/2005 59414 300891 4,978 SF 4,978 970,000.00 As Is Cushman & Wakefield 9/30/2005 59414 300851 4,978 SF 4,978 970,000.00 As Is Cushman & Wakefield 10/6/2005 59414 301037 4,738 SF 4,738 986,722.00 As Is Cushman & Wakefield 10/25/2005 59414 300223 6,312 SF 6,312 928,806.00 As Is Cushman & Wakefield 10/25/2005 59414 300949 4,860 SF 4,860 950,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300932 4,860 SF 4,860 950,000.00 As Is Cushman & Wakefield 9/26/2005 59414 300921 4,975 SF 4,975 950,000.00 As Is Cushman & Wakefield 9/24/2005 59414 300813 4,900 SF 4,900 950,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300811 4,989 SF 4,989 950,000.00 As Is Cushman & Wakefield 9/26/2005 59414 300791 4,860 SF 4,860 950,000.00 As Is Cushman & Wakefield 9/21/2005 59414 300533 4,500 SF 4,500 950,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300790 4,999 SF 4,999 872,478.00 As Is Cushman & Wakefield 10/25/2005 59414 301007 4,860 SF 4,860 873,904.00 As Is Cushman & Wakefield 10/25/2005 59414 000485 8,300 SF 8,300 940,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301307 6,313 SF 6,313 925,000.00 As Is Cushman & Wakefield 9/9/2005 59414 300818 4,900 SF 4,900 855,923.00 As Is Cushman & Wakefield 10/25/2005 59414 300658 5,100 SF 5,100 849,325.00 As Is Cushman & Wakefield 10/25/2005 59414 300670 4,488 SF 4,488 798,609.00 As Is Cushman & Wakefield 10/25/2005 59414 300379 4,654 SF 4,654 866,169.00 As Is Cushman & Wakefield 10/25/2005 59414 301247 4,738 SF 4,738 900,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300942 8,190 SF 8,190 900,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300737 4,900 SF 4,900 900,000.00 As Is Cushman & Wakefield 10/3/2005 59414 301403 6,614 SF 6,614 900,000.00 As Is Cushman & Wakefield 9/23/2005 59414 300152 3,940 SF 3,940 798,904.00 As Is Cushman & Wakefield 10/25/2005 59414 301129 6,000 SF 6,000 860,145.00 As Is Cushman & Wakefield 10/25/2005 59414 301009 6,942 SF 6,942 880,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301268 6,260 SF 6,260 858,044.00 As Is Cushman & Wakefield 10/25/2005 59414 301233 6,313 SF 6,313 861,170.00 As Is Cushman & Wakefield 10/25/2005 59414 300301 4,679 SF 4,679 836,102.00 As Is Cushman & Wakefield 10/25/2005 59414 300923 4,860 SF 4,860 1,004,478.00 As Is Cushman & Wakefield 10/25/2005 59414 301255 6,313 SF 6,313 852,099.00 As Is Cushman & Wakefield 10/25/2005 59414 300872 4,860 SF 4,860 875,000.00 As Is Cushman & Wakefield 10/1/2005 59414 300936 4,254 SF 4,254 782,091.00 As Is Cushman & Wakefield 10/25/2005 59414 300925 4,978 SF 4,978 870,000.00 As Is Cushman & Wakefield 9/30/2005 59414 000490 7,500 SF 7,500 870,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300819 4,900 SF 4,900 808,317.00 As Is Cushman & Wakefield 10/25/2005 59414 000061 7,125 SF 7,125 857,346.00 As Is Cushman & Wakefield 10/25/2005 59414 301195 6,260 SF 6,260 860,000.00 As Is Cushman & Wakefield 10/13/2005 59414 301150 5,880 SF 5,880 833,587.00 As Is Cushman & Wakefield 10/25/2005 59414 300945 5,024 SF 5,024 780,216.00 As Is Cushman & Wakefield 10/25/2005 59414 300671 5,120 SF 5,120 795,051.00 As Is Cushman & Wakefield 10/25/2005 59414 300868 4,978 SF 4,978 850,000.00 As Is Cushman & Wakefield 10/1/2005 59414 300901 4,860 SF 4,860 976,743.00 As Is Cushman & Wakefield 10/25/2005 59414 000548 7,800 SF 7,800 866,396.00 As Is Cushman & Wakefield 10/25/2005 59414 000813 4,000 SF 4,000 722,173.00 As Is Cushman & Wakefield 10/25/2005 59414 300910 4,978 SF 4,978 825,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300830 4,860 SF 4,860 825,000.00 As Is Cushman & Wakefield 9/13/2005 59414 301260 6,260 SF 6,260 825,000.00 As Is Cushman & Wakefield 9/9/2005 59414 300955 4,978 SF 4,978 825,000.00 As Is Cushman & Wakefield 10/1/2005 59414 300912 4,978 SF 4,978 825,000.00 As Is Cushman & Wakefield 9/27/2005 59414 300342 4,524 SF 4,524 819,328.00 As Is Cushman & Wakefield 10/25/2005 59414 300870 4,860 SF 4,860 942,477.00 As Is Cushman & Wakefield 10/25/2005 59414 300837 3,740 SF 3,740 697,106.00 As Is Cushman & Wakefield 10/25/2005 59414 300905 4,900 SF 4,900 938,962.00 As Is Cushman & Wakefield 10/25/2005 59414 300954 4,860 SF 4,860 800,000.00 As Is Cushman & Wakefield 10/1/2005 59414 300863 4,978 SF 4,978 800,000.00 As Is Cushman & Wakefield 9/13/2005 59414 300896 4,870 SF 4,870 723,009.00 As Is Cushman & Wakefield 10/25/2005 59414 300331 5,414 SF 5,414 863,201.00 As Is Cushman & Wakefield 10/25/2005 59414 300764 4,995 SF 4,995 706,861.00 As Is Cushman & Wakefield 10/25/2005 59414 301272 6,260 SF 6,260 775,000.00 As Is Cushman & Wakefield 9/8/2005 59414 301059 4,700 SF 4,700 775,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300309 4,625 SF 4,625 694,747.00 As Is Cushman & Wakefield 10/25/2005 59414 300841 6,048 SF 6,048 740,542.00 As Is Cushman & Wakefield 10/25/2005 59414 300371 4,680 SF 4,680 684,364.00 As Is Cushman & Wakefield 10/25/2005 59414 301208 6,260 SF 6,260 750,000.00 As Is Cushman & Wakefield 9/9/2005 59414 000719 3,000 SF 3,000 750,000.00 As Is Cushman & Wakefield 10/7/2005 59414 000023 4,692 SF 4,692 661,146.00 As Is Cushman & Wakefield 10/25/2005 59414 000455 6,000 SF 6,000 688,279.00 As Is Cushman & Wakefield 10/25/2005 59414 000063 7,392 SF 7,392 740,000.00 As Is Cushman & Wakefield 10/5/2005 59414 301164 5,880 SF 5,880 740,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300170 4,700 SF 4,700 657,711.00 As Is Cushman & Wakefield 10/25/2005 59414 300674 4,590 SF 4,590 666,342.00 As Is Cushman & Wakefield 10/25/2005 59414 300215 6,292 SF 6,292 720,000.00 As Is Cushman & Wakefield 10/13/2005 59414 300184 4,600 SF 4,600 636,557.00 As Is Cushman & Wakefield 10/25/2005 59414 305011 3,336 SF 3,336 700,000.00 As Is Cushman & Wakefield 9/11/2005 59414 300815 3,910 SF 3,910 700,000.00 As Is Cushman & Wakefield 10/11/2005 59414 300665 3,570 SF 3,570 700,000.00 As Is Cushman & Wakefield 9/16/2005 59414 000361 7,800 SF 7,800 700,000.00 As Is Cushman & Wakefield 9/8/2005 59414 300725 3,775 SF 3,775 693,532.00 As Is Cushman & Wakefield 10/25/2005 59414 300345 4,250 SF 4,250 608,973.00 As Is Cushman & Wakefield 10/25/2005 59414 300951 4,900 SF 4,900 625,060.00 As Is Cushman & Wakefield 10/25/2005 59414 300021 5,257 SF 5,257 675,000.00 As Is Cushman & Wakefield 9/14/2005 59414 300864 4,978 SF 4,978 620,573.00 As Is Cushman & Wakefield 10/25/2005 59414 000213 7,380 SF 7,380 670,000.00 As Is Cushman & Wakefield 10/5/2005 59414 000262 4,200 SF 4,200 888,673.00 As Is Cushman & Wakefield 10/25/2005 59414 000161 7,015 SF 7,015 667,260.00 As Is Cushman & Wakefield 10/25/2005 59414 300847 4,978 SF 4,978 603,062.00 As Is Cushman & Wakefield 10/25/2005 59414 300869 4,978 SF 4,978 596,531.00 As Is Cushman & Wakefield 10/25/2005 59414 301258 6,260 SF 6,260 650,000.00 As Is Cushman & Wakefield 9/23/2005 59414 300056 4,655 SF 4,655 828,715.00 As Is Cushman & Wakefield 10/25/2005 59414 300829 4,900 SF 4,900 583,643.00 As Is Cushman & Wakefield 10/25/2005 59414 000633 3,600 SF 3,600 625,000.00 As Is Cushman & Wakefield 9/29/2005 59414 300065 4,669 SF 4,669 556,621.00 As Is Cushman & Wakefield 10/25/2005 59414 300689 3,468 SF 3,468 600,000.00 As Is Cushman & Wakefield 9/30/2005 59414 300545 4,679 SF 4,679 600,000.00 As Is Cushman & Wakefield 10/7/2005 59414 000547 4,500 SF 4,500 897,658.00 As Is Cushman & Wakefield 10/25/2005 59414 000068 6,130 SF 6,130 542,372.00 As Is Cushman & Wakefield 10/25/2005 59414 070220 3,500 SF 3,500 540,000.00 As Is Cushman & Wakefield 9/28/2005 59414 300788 4,900 SF 4,900 540,000.00 As Is Cushman & Wakefield 10/7/2005 59414 070210 3,456 SF 3,456 530,000.00 As Is Cushman & Wakefield 9/23/2005 59414 301033 4,920 SF 4,920 520,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300802 4,950 SF 4,950 520,000.00 As Is Cushman & Wakefield 10/5/2005 59414 000637 1,600 SF 1,600 500,000.00 As Is Cushman & Wakefield 10/7/2005 59414 300859 4,900 SF 4,900 500,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300375 4,625 SF 4,625 475,000.00 As Is Cushman & Wakefield 10/8/2005 59414 300195 5,159 SF 5,159 500,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300160 4,600 SF 4,600 480,000.00 As Is Cushman & Wakefield 10/12/2005 59414 301023 4,860 SF 4,860 460,000.00 As Is Cushman & Wakefield 10/4/2005 59414 300771 4,900 SF 4,900 460,000.00 As Is Cushman & Wakefield 10/5/2005 59414 300563 4,670 SF 4,670 350,000.00 As Is Cushman & Wakefield 10/4/2005 59414 000230 2,500 SF 2,500 350,000.00 As Is Cushman & Wakefield 10/3/2005 59414 300297 4,700 SF 4,700 320,000.00 As Is Cushman & Wakefield 10/25/2005 59414 300210 4,634 SF 4,634 320,000.00 As Is Cushman & Wakefield 10/25/2005 59414 071233 5,500 SF 5,500 320,000.00 As Is Cushman & Wakefield 9/15/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 59414 Various 5,119,320 SF 5,119,320 1,101,357,835 As Is Cushman & Wakefield Various =================================================================================================================================== LOAN SEISMIC SEISMIC GROUND GROUND LEASE TIC CONDO NUMBER CENTER # INSURANCE PML% LIEN POSITION LEASE MATURITY DATE STRUCTURE STRUCTURE - ------ -------- --------- ---- ------------- ----- ------------- --------- --------- 59414 301481 Yes First Fee No No 59414 000139 Yes First Fee No No 59414 301733 Yes 9% First Fee No No 59414 301542 Yes First Fee No No 59414 301486 Yes First Fee No No 59414 301455 Yes 13% First Fee No No 59414 301808 Yes First Fee No No 59414 000260 Yes First Fee No No 59414 301743 Yes First Fee No No 59414 301751 Yes First Fee No No 59414 301494 Yes First Fee No No 59414 000874 Yes 10% First Fee No No 59414 303042 Yes First Fee No No 59414 301800 Yes First Fee No No 59414 301728 Yes First Fee No No 59414 301755 Yes First Fee No No 59414 301770 Yes 6% First Fee No No 59414 301674 Yes First Fee No No 59414 301825 Yes First Fee No No 59414 301780 Yes First Fee No No 59414 000112 Yes First Fee No No 59414 301767 Yes 8% First Fee No No 59414 301675 Yes First Fee No No 59414 301459 Yes First Fee No No 59414 301101 Yes 12% First Fee No No 59414 301609 Yes First Fee No No 59414 301633 Yes First Fee No No 59414 301666 Yes 12% First Fee No No 59414 301769 Yes First Fee No No 59414 301626 Yes 18% First Fee No No 59414 301704 Yes First Fee No No 59414 301724 Yes 11% First Fee No No 59414 301714 Yes First Fee No No 59414 301659 Yes 6% First Fee No No 59414 301777 Yes First Fee No No 59414 000510 Yes First Fee No No 59414 301625 Yes First Fee No No 59414 301697 Yes 6% First Fee No No 59414 301698 Yes 8% First Fee No No 59414 301551 Yes 16% First Fee No No 59414 301598 Yes First Fee No No 59414 301652 Yes First Fee No No 59414 301624 Yes 9% First Fee No No 59414 301790 Yes First Fee No No 59414 301727 Yes First Fee No No 59414 301588 Yes First Fee No No 59414 000187 Yes First Fee No No 59414 301711 Yes First Fee No No 59414 301664 Yes First Fee No No 59414 301632 Yes First Fee No No 59414 301604 Yes 11% First Fee No No 59414 301730 Yes First Fee No No 59414 301575 Yes First Fee No No 59414 000619 Yes First Fee No No 59414 301586 Yes First Fee No No 59414 300974 Yes First Fee No No 59414 301608 Yes First Fee No No 59414 303081 Yes First Fee No No 59414 301701 Yes First Fee No No 59414 300873 Yes 15% First Fee No No 59414 301601 Yes First Fee No No 59414 301088 Yes 13% First Fee No No 59414 301543 Yes First Fee No No 59414 301785 Yes First Fee No No 59414 301691 Yes First Fee No No 59414 301648 Yes 8% First Fee No No 59414 301673 Yes First Fee No No 59414 301651 Yes First Fee No No 59414 301187 Yes 16% First Fee No No 59414 301493 Yes First Fee No No 59414 301741 Yes First Fee No No 59414 301531 Yes First Fee No No 59414 000722 Yes First Fee No No 59414 000291 Yes First Fee No No 59414 301752 Yes First Fee No No 59414 301622 Yes First Fee No No 59414 301502 Yes First Fee No No 59414 301810 Yes First Fee No No 59414 301623 Yes 7% First Fee No No 59414 301641 Yes First Fee No No 59414 000557 Yes First Fee No No 59414 000313 Yes First Fee No No 59414 301034 Yes 13% First Fee No No 59414 301434 Yes First Fee No No 59414 301795 Yes First Fee No No 59414 301612 Yes First Fee No No 59414 301378 Yes First Fee No No 59414 301720 Yes First Fee No No 59414 301180 Yes 9% First Fee No No 59414 301522 Yes First Fee No No 59414 301580 Yes 8% First Fee No No 59414 071120 Yes First Fee No No 59414 303078 Yes First Fee No No 59414 301676 Yes First Fee No No 59414 301603 Yes First Fee No No 59414 301657 Yes First Fee No No 59414 000318 Yes First Fee No No 59414 301051 Yes 10% First Fee No No 59414 000415 Yes First Fee No No 59414 301572 Yes First Fee No No 59414 300838 Yes 9% First Fee No No 59414 000645 Yes First Fee No No 59414 301558 Yes First Fee No No 59414 301487 Yes First Fee No No 59414 301654 Yes First Fee No No 59414 301789 Yes First Fee No No 59414 301063 Yes 8% First Fee No No 59414 300878 Yes 13% First Fee No No 59414 000225 Yes First Fee No No 59414 301497 Yes First Fee No No 59414 301715 Yes First Fee No No 59414 301546 Yes First Fee No No 59414 301029 Yes First Fee No No 59414 301553 Yes First Fee No No 59414 000091 Yes First Fee No No 59414 000523 Yes First Fee No No 59414 301027 Yes 7% First Fee No No 59414 000090 Yes First Fee No No 59414 301561 Yes First Fee No No 59414 000235 Yes First Fee No No 59414 301039 Yes 11% First Fee No No 59414 300962 Yes 12% First Fee No No 59414 301485 Yes First Fee No No 59414 301077 Yes First Fee No No 59414 000253 Yes First Fee No No 59414 000856 Yes First Fee No No 59414 301721 Yes First Fee No No 59414 071121 YES First Fee No No 59414 301062 Yes 8% First Fee No No 59414 000143 Yes First Fee No No 59414 301015 Yes 7% First Fee No No 59414 300998 Yes 6% First Fee No No 59414 300906 Yes First Fee No No 59414 000373 Yes First Fee No No 59414 301030 Yes First Fee No No 59414 000099 Yes First Fee No No 59414 300897 Yes 7% First Fee No No 59414 000142 Yes First Fee No No 59414 074022 Yes First Fee No No 59414 300805 Yes First Fee No No 59414 301518 Yes First Fee No No 59414 300882 Yes 8% First Fee No No 59414 300858 Yes 13% First Fee No No 59414 301181 Yes 17% First Fee No No 59414 301048 Yes 16% First Fee No No 59414 000620 Yes First Fee No No 59414 301412 Yes First Fee No No 59414 301105 Yes 7% First Fee No No 59414 301540 Yes First Fee No No 59414 301499 Yes First Fee No No 59414 301221 Yes First Fee No No 59414 301076 Yes 10% First Fee No No 59414 301018 YES First Fee No No 59414 300971 Yes 7% First Fee No No 59414 300976 Yes First Fee No No 59414 000100 Yes First Fee No No 59414 301523 Yes First Fee No No 59414 302500 Yes First Fee No No 59414 300820 Yes 8% First Fee No No 59414 301103 Yes First Fee No No 59414 000897 Yes First Fee No No 59414 301548 Yes First Fee No No 59414 301176 Yes 17% First Fee No No 59414 300970 Yes 11% First Fee No No 59414 301172 Yes 15% First Fee No No 59414 301065 Yes 15% First Fee No No 59414 000493 Yes First Fee No No 59414 301818 Yes First Fee No No 59414 300845 Yes 12% First Fee No No 59414 301115 Yes 6% First Fee No No 59414 300977 Yes First Fee No No 59414 301528 Yes First Fee No No 59414 301358 Yes 8% First Fee No No 59414 301315 Yes First Fee No No 59414 300867 Yes 7% First Fee No No 59414 301416 Yes First Fee No No 59414 301163 Yes 12% First Fee No No 59414 300975 Yes First Fee No No 59414 300861 Yes First Fee No No 59414 301490 Yes First Fee No No 59414 300874 Yes First Fee No No 59414 000757 Yes First Fee No No 59414 301248 Yes 8% First Fee No No 59414 000551 Yes First Fee No No 59414 301681 Yes First Fee No No 59414 000066 Yes First Fee No No 59414 301042 Yes 6% First Fee No No 59414 000224 Yes First Fee No No 59414 301392 Yes First Fee No No 59414 300938 Yes 9% First Fee No No 59414 301432 Yes First Fee No No 59414 000323 Yes First Fee No No 59414 301086 Yes First Fee No No 59414 000168 Yes First Fee No No 59414 300990 Yes First Fee No No 59414 301308 Yes 14% First Fee No No 59414 000837 Yes First Fee No No 59414 301232 Yes First Fee No No 59414 000888 Yes First Fee No No 59414 300986 Yes 6% First Fee No No 59414 000150 Yes First Fee No No 59414 300982 Yes 6% First Fee No No 59414 000073 Yes First Fee No No 59414 300995 Yes First Fee No No 59414 301056 Yes 5% First Fee No No 59414 301433 Yes First Fee No No 59414 301288 Yes First Fee No No 59414 301279 Yes First Fee No No 59414 301004 Yes 10% First Fee No No 59414 301480 Yes First Fee No No 59414 000539 Yes First Fee No No 59414 000574 Yes First Fee No No 59414 301073 Yes 9% First Fee No No 59414 000379 Yes First Fee No No 59414 000741 Yes First Fee No No 59414 000417 Yes First Fee No No 59414 300224 Yes First Fee No No 59414 301368 Yes First Fee No No 59414 301476 Yes First Fee No No 59414 301335 Yes 18% First Fee No No 59414 301126 Yes 11% First Fee No No 59414 301098 Yes 6% First Fee No No 59414 301050 Yes First Fee No No 59414 300833 Yes 10% First Fee No No 59414 000435 Yes First Fee No No 59414 000543 Yes First Fee No No 59414 000748 Yes First Fee No No 59414 301094 Yes First Fee No No 59414 301090 Yes 15% First Fee No No 59414 000773 Yes First Fee No No 59414 000564 Yes First Fee No No 59414 301227 Yes 15% First Fee No No 59414 000759 Yes First Fee No No 59414 300997 Yes 9% First Fee No No 59414 000413 Yes First Fee No No 59414 301089 Yes First Fee No No 59414 300782 Yes 13% First Fee No No 59414 300960 Yes 10% First Fee No No 59414 000366 Yes First Fee No No 59414 301280 Yes First Fee No No 59414 301186 Yes 10% First Fee No No 59414 300930 YES First Fee No No 59414 301829 Yes First Fee No No 59414 000540 Yes First Fee No No 59414 301319 Yes First Fee No No 59414 301382 Yes First Fee No No 59414 301038 Yes First Fee No No 59414 300972 Yes First Fee No No 59414 000866 Yes First Fee No No 59414 301398 Yes First Fee No No 59414 300989 Yes First Fee No No 59414 301397 Yes 11% First Fee No No 59414 301072 Yes First Fee No No 59414 301025 Yes First Fee No No 59414 301087 Yes First Fee No No 59414 301242 Yes First Fee No No 59414 000049 Yes First Fee No No 59414 300218 Yes 16% First Fee No No 59414 301326 Yes First Fee No No 59414 300922 Yes First Fee No No 59414 000827 Yes First Fee No No 59414 301162 Yes 10% First Fee No No 59414 301259 Yes First Fee No No 59414 301465 Yes First Fee No No 59414 000869 Yes First Fee No No 59414 301402 Yes First Fee No No 59414 301363 Yes First Fee No No 59414 301352 Yes First Fee No No 59414 301311 Yes First Fee No No 59414 301291 Yes First Fee No No 59414 301118 Yes First Fee No No 59414 301152 Yes 10% First Fee No No 59414 300993 Yes 11% First Fee No No 59414 301147 Yes 11% First Fee No No 59414 301104 Yes First Fee No No 59414 300987 Yes 6% First Fee No No 59414 300518 Yes First Fee No No 59414 301212 Yes First Fee No No 59414 000584 Yes First Fee No No 59414 301109 Yes First Fee No No 59414 301091 Yes First Fee No No 59414 000086 Yes First Fee No No 59414 301067 Yes First Fee No No 59414 301405 Yes First Fee No No 59414 301327 Yes First Fee No No 59414 301141 Yes First Fee No No 59414 301111 Yes First Fee No No 59414 301373 Yes 14% First Fee No No 59414 301043 Yes First Fee No No 59414 000772 Yes First Fee No No 59414 301364 Yes First Fee No No 59414 301179 Yes First Fee No No 59414 300801 Yes First Fee No No 59414 301477 Yes First Fee No No 59414 301388 Yes First Fee No No 59414 301201 Yes First Fee No No 59414 300924 Yes First Fee No No 59414 300889 Yes First Fee No No 59414 301678 Yes First Fee No No 59414 301070 Yes First Fee No No 59414 300809 Yes 10% First Fee No No 59414 301170 Yes First Fee No No 59414 000541 Yes First Fee No No 59414 000159 Yes First Fee No No 59414 301483 Yes First Fee No No 59414 301273 Yes First Fee No No 59414 301167 Yes First Fee No No 59414 301169 Yes First Fee No No 59414 300983 Yes First Fee No No 59414 301353 Yes First Fee No No 59414 300931 Yes First Fee No No 59414 305003 Yes First Fee No No 59414 301389 Yes First Fee No No 59414 301328 Yes First Fee No No 59414 301082 Yes First Fee No No 59414 301054 Yes 10% First Fee No No 59414 301068 Yes First Fee No No 59414 000829 Yes First Fee No No 59414 000071 Yes First Fee No No 59414 301340 Yes First Fee No No 59414 301267 Yes First Fee No No 59414 301229 Yes First Fee No No 59414 301215 Yes First Fee No No 59414 301161 Yes First Fee No No 59414 301045 Yes 8% First Fee No No 59414 301064 Yes First Fee No No 59414 300964 Yes First Fee No No 59414 000604 Yes First Fee No No 59414 000834 Yes First Fee No No 59414 301302 Yes First Fee No No 59414 301379 Yes First Fee No No 59414 301185 Yes First Fee No No 59414 300959 YES First Fee No No 59414 300967 Yes First Fee No No 59414 301316 Yes First Fee No No 59414 301157 Yes First Fee No No 59414 000552 Yes First Fee No No 59414 301120 Yes First Fee No No 59414 070457 Yes First Fee No No 59414 301390 Yes First Fee No No 59414 300968 Yes First Fee No No 59414 000468 Yes First Fee No No 59414 301377 Yes First Fee No No 59414 300884 Yes First Fee No No 59414 301079 Yes First Fee No No 59414 301095 Yes First Fee No No 59414 301002 Yes First Fee No No 59414 300978 Yes First Fee No No 59414 301369 Yes 15% First Fee No No 59414 301303 Yes First Fee No No 59414 301270 Yes First Fee No No 59414 301031 Yes First Fee No No 59414 300953 Yes First Fee No No 59414 300939 Yes First Fee No No 59414 300886 Yes First Fee No No 59414 000565 Yes First Fee No No 59414 300776 Yes First Fee No No 59414 301401 Yes First Fee No No 59414 300620 Yes First Fee No No 59414 000002 Yes First Fee No No 59414 301142 Yes First Fee No No 59414 000875 Yes First Fee No No 59414 300800 Yes First Fee No No 59414 300895 Yes First Fee No No 59414 300828 Yes First Fee No No 59414 301047 Yes First Fee No No 59414 301084 Yes First Fee No No 59414 301343 Yes First Fee No No 59414 301218 Yes First Fee No No 59414 301003 Yes First Fee No No 59414 300992 Yes First Fee No No 59414 301341 Yes First Fee No No 59414 301190 Yes First Fee No No 59414 301813 Yes First Fee No No 59414 301269 Yes First Fee No No 59414 301241 Yes First Fee No No 59414 301066 Yes First Fee No No 59414 301041 Yes First Fee No No 59414 300957 Yes First Fee No No 59414 301380 Yes First Fee No No 59414 301356 YES First Fee No No 59414 301263 Yes First Fee No No 59414 301235 Yes 6% First Fee No No 59414 301237 Yes First Fee No No 59414 301281 Yes First Fee No No 59414 301143 Yes First Fee No No 59414 301107 Yes First Fee No No 59414 301011 Yes First Fee No No 59414 300888 Yes First Fee No No 59414 300621 Yes First Fee No No 59414 301158 Yes First Fee No No 59414 301228 Yes First Fee No No 59414 301016 Yes First Fee No No 59414 301220 Yes First Fee No No 59414 301178 Yes First Fee No No 59414 301290 Yes First Fee No No 59414 301333 Yes First Fee No No 59414 301148 Yes First Fee No No 59414 000382 Yes First Fee No No 59414 301245 Yes First Fee No No 59414 301264 Yes First Fee No No 59414 301022 Yes First Fee No No 59414 301338 Yes First Fee No No 59414 301261 Yes First Fee No No 59414 301446 Yes First Fee No No 59414 301209 Yes 10% First Fee No No 59414 301334 Yes First Fee No No 59414 000034 Yes First Fee No No 59414 000631 Yes First Fee No No 59414 301020 Yes First Fee No No 59414 301085 Yes First Fee No No 59414 000089 Yes First Fee No No 59414 301399 Yes 16% First Fee No No 59414 301348 Yes First Fee No No 59414 301284 Yes First Fee No No 59414 301205 Yes First Fee No No 59414 301160 Yes First Fee No No 59414 301069 Yes First Fee No No 59414 300985 Yes First Fee No No 59414 300956 Yes First Fee No No 59414 300917 Yes First Fee No No 59414 300911 Yes 10% First Fee No No 59414 000079 Yes First Fee No No 59414 301217 Yes First Fee No No 59414 301351 Yes First Fee No No 59414 300814 Yes First Fee No No 59414 000889 Yes First Fee No No 59414 301266 Yes First Fee No No 59414 301313 Yes First Fee No No 59414 301200 Yes First Fee No No 59414 301424 Yes First Fee No No 59414 301478 Yes First Fee No No 59414 301001 Yes First Fee No No 59414 301165 Yes First Fee No No 59414 301005 Yes First Fee No No 59414 301102 Yes First Fee No No 59414 301226 Yes First Fee No No 59414 301331 Yes First Fee No No 59414 300229 Yes First Fee No No 59414 301295 Yes First Fee No No 59414 301305 Yes 9% First Fee No No 59414 301277 Yes First Fee No No 59414 301298 Yes First Fee No No 59414 301254 Yes First Fee No No 59414 301249 Yes First Fee No No 59414 301010 Yes First Fee No No 59414 301092 Yes First Fee No No 59414 300999 Yes First Fee No No 59414 300941 YES First Fee No No 59414 300915 Yes First Fee No No 59414 300227 Yes First Fee No No 59414 000727 Yes First Fee No No 59414 300900 Yes First Fee No No 59414 301153 Yes First Fee No No 59414 301166 Yes 10% First Fee No No 59414 301175 Yes First Fee No No 59414 300914 Yes First Fee No No 59414 301139 Yes First Fee No No 59414 301196 Yes First Fee No No 59414 300222 Yes First Fee No No 59414 301336 Yes 10% First Fee No No 59414 300216 Yes First Fee No No 59414 301223 Yes First Fee No No 59414 300963 Yes First Fee No No 59414 301171 Yes First Fee No No 59414 300226 Yes First Fee No No 59414 301130 Yes First Fee No No 59414 301156 Yes First Fee No No 59414 300860 Yes First Fee No No 59414 300219 Yes 18% First Fee No No 59414 301198 Yes First Fee No No 59414 301159 Yes First Fee No No 59414 300844 Yes First Fee No No 59414 300926 Yes First Fee No No 59414 300107 Yes First Fee No No 59414 000449 Yes First Fee No No 59414 301078 Yes First Fee No No 59414 000900 Yes First Fee No No 59414 301071 Yes First Fee No No 59414 301132 Yes First Fee No No 59414 071230 Yes First Fee No No 59414 301117 Yes First Fee No No 59414 300862 Yes 6% First Fee No No 59414 301006 Yes First Fee No No 59414 071231 Yes First Fee No No 59414 071234 Yes First Fee No No 59414 000749 Yes First Fee No No 59414 300937 Yes First Fee No No 59414 300902 Yes 6% First Fee No No 59414 300854 Yes First Fee No No 59414 301257 Yes 10% First Fee No No 59414 301244 Yes First Fee No No 59414 301193 Yes First Fee No No 59414 301026 Yes First Fee No No 59414 300943 Yes First Fee No No 59414 000877 Yes First Fee No No 59414 301383 Yes First Fee No No 59414 301211 Yes First Fee No No 59414 301138 Yes First Fee No No 59414 301046 Yes First Fee No No 59414 301096 Yes First Fee No No 59414 300832 Yes First Fee No No 59414 300881 Yes First Fee No No 59414 000344 Yes First Fee No No 59414 300106 Yes First Fee No No 59414 301028 Yes First Fee No No 59414 301035 Yes First Fee No No 59414 300842 Yes First Fee No No 59414 301124 Yes First Fee No No 59414 300044 Yes First Fee No No 59414 300991 Yes First Fee No No 59414 300551 Yes First Fee No No 59414 300519 Yes First Fee No No 59414 300928 Yes First Fee No No 59414 301274 Yes First Fee No No 59414 300880 Yes First Fee No No 59414 301297 Yes First Fee No No 59414 301177 Yes First Fee No No 59414 300909 Yes First Fee No No 59414 300548 Yes First Fee No No 59414 000304 Yes First Fee No No 59414 301019 Yes First Fee No No 59414 300221 Yes First Fee No No 59414 300848 Yes First Fee No No 59414 300727 Yes First Fee No No 59414 300966 Yes First Fee No No 59414 301419 Yes First Fee No No 59414 300835 Yes First Fee No No 59414 301278 Yes First Fee No No 59414 000019 Yes First Fee No No 59414 300892 Yes First Fee No No 59414 300876 Yes First Fee No No 59414 301049 Yes First Fee No No 59414 301123 Yes First Fee No No 59414 300228 Yes First Fee No No 59414 000277 Yes First Fee No No 59414 301154 Yes First Fee No No 59414 301323 Yes First Fee No No 59414 301349 Yes First Fee No No 59414 301317 Yes First Fee No No 59414 301100 Yes First Fee No No 59414 301061 Yes First Fee No No 59414 300935 Yes First Fee No No 59414 300940 Yes First Fee No No 59414 300877 Yes First Fee No No 59414 300834 Yes First Fee No No 59414 300502 Yes First Fee No No 59414 300354 Yes First Fee No No 59414 300865 Yes First Fee No No 59414 000533 Yes 14% First Fee No No 59414 300944 Yes First Fee No No 59414 301080 Yes First Fee No No 59414 300969 Yes First Fee No No 59414 300827 Yes First Fee No No 59414 300380 Yes First Fee No No 59414 301174 Yes First Fee No No 59414 300850 Yes 8% First Fee No No 59414 300733 Yes First Fee No No 59414 300578 Yes First Fee No No 59414 300947 Yes First Fee No No 59414 301207 Yes First Fee No No 59414 301355 Yes First Fee No No 59414 300235 Yes First Fee No No 59414 300996 Yes First Fee No No 59414 300852 Yes First Fee No No 59414 300950 Yes First Fee No No 59414 070456 Yes First Fee No No 59414 300822 Yes First Fee No No 59414 301246 Yes First Fee No No 59414 300556 Yes First Fee No No 59414 300952 Yes First Fee No No 59414 300821 Yes First Fee No No 59414 301136 Yes First Fee No No 59414 300908 Yes First Fee No No 59414 300898 Yes 8% First Fee No No 59414 300887 Yes First Fee No No 59414 300383 Yes First Fee No No 59414 301679 Yes First Fee No No 59414 301093 Yes First Fee No No 59414 301021 Yes First Fee No No 59414 300934 Yes First Fee No No 59414 300879 Yes First Fee No No 59414 300885 Yes First Fee No No 59414 300793 Yes First Fee No No 59414 300839 Yes First Fee No No 59414 300738 Yes First Fee No No 59414 000655 Yes 6% First Fee No No 59414 300871 Yes 10% First Fee No No 59414 300792 Yes First Fee No No 59414 300806 Yes First Fee No No 59414 300913 Yes First Fee No No 59414 000893 Yes 7% First Fee No No 59414 300525 Yes First Fee No No 59414 300907 Yes First Fee No No 59414 300774 Yes First Fee No No 59414 300920 Yes First Fee No No 59414 073004 Yes First Fee No No 59414 301283 Yes First Fee No No 59414 300803 Yes First Fee No No 59414 300891 Yes First Fee No No 59414 300851 Yes 8% First Fee No No 59414 301037 Yes First Fee No No 59414 300223 Yes First Fee No No 59414 300949 Yes First Fee No No 59414 300932 Yes 9% First Fee No No 59414 300921 Yes 11% First Fee No No 59414 300813 Yes 10% First Fee No No 59414 300811 Yes 10% First Fee No No 59414 300791 Yes First Fee No No 59414 300533 Yes First Fee No No 59414 300790 Yes First Fee No No 59414 301007 Yes First Fee No No 59414 000485 Yes First Fee No No 59414 301307 Yes 5% First Fee No No 59414 300818 Yes First Fee No No 59414 300658 Yes First Fee No No 59414 300670 Yes First Fee No No 59414 300379 Yes First Fee No No 59414 301247 Yes First Fee No No 59414 300942 Yes First Fee No No 59414 300737 Yes First Fee No No 59414 301403 Yes First Fee No No 59414 300152 Yes First Fee No No 59414 301129 Yes First Fee No No 59414 301009 Yes First Fee No No 59414 301268 Yes First Fee No No 59414 301233 Yes 5% First Fee No No 59414 300301 Yes First Fee No No 59414 300923 Yes First Fee No No 59414 301255 Yes 5% First Fee No No 59414 300872 Yes First Fee No No 59414 300936 Yes First Fee No No 59414 300925 Yes First Fee No No 59414 000490 YES First Fee No No 59414 300819 Yes First Fee No No 59414 000061 Yes First Fee No No 59414 301195 Yes First Fee No No 59414 301150 Yes First Fee No No 59414 300945 Yes First Fee No No 59414 300671 Yes First Fee No No 59414 300868 Yes First Fee No No 59414 300901 Yes First Fee No No 59414 000548 Yes First Fee No No 59414 000813 Yes 10% First Fee No No 59414 300910 Yes First Fee No No 59414 300830 Yes First Fee No No 59414 301260 Yes First Fee No No 59414 300955 Yes First Fee No No 59414 300912 Yes First Fee No No 59414 300342 Yes First Fee No No 59414 300870 Yes First Fee No No 59414 300837 Yes First Fee No No 59414 300905 Yes First Fee No No 59414 300954 Yes First Fee No No 59414 300863 Yes First Fee No No 59414 300896 Yes First Fee No No 59414 300331 Yes First Fee No No 59414 300764 Yes First Fee No No 59414 301272 Yes First Fee No No 59414 301059 Yes First Fee No No 59414 300309 Yes First Fee No No 59414 300841 Yes First Fee No No 59414 300371 Yes First Fee No No 59414 301208 Yes First Fee No No 59414 000719 Yes First Fee No No 59414 000023 Yes First Fee No No 59414 000455 Yes First Fee No No 59414 000063 Yes First Fee No No 59414 301164 Yes First Fee No No 59414 300170 Yes First Fee No No 59414 300674 Yes First Fee No No 59414 300215 Yes First Fee No No 59414 300184 Yes First Fee No No 59414 305011 Yes First Fee No No 59414 300815 Yes First Fee No No 59414 300665 Yes First Fee No No 59414 000361 Yes First Fee No No 59414 300725 Yes First Fee No No 59414 300345 Yes First Fee No No 59414 300951 Yes First Fee No No 59414 300021 Yes First Fee No No 59414 300864 Yes First Fee No No 59414 000213 Yes First Fee No No 59414 000262 Yes First Fee No No 59414 000161 Yes First Fee No No 59414 300847 Yes First Fee No No 59414 300869 Yes First Fee No No 59414 301258 Yes First Fee No No 59414 300056 Yes First Fee No No 59414 300829 Yes First Fee No No 59414 000633 Yes First Fee No No 59414 300065 Yes First Fee No No 59414 300689 Yes First Fee No No 59414 300545 Yes First Fee No No 59414 000547 Yes First Fee No No 59414 000068 Yes First Fee No No 59414 070220 Yes First Fee No No 59414 300788 Yes First Fee No No 59414 070210 Yes First Fee No No 59414 301033 Yes First Fee No No 59414 300802 Yes First Fee No No 59414 000637 Yes First Fee No No 59414 300859 Yes First Fee No No 59414 300375 Yes First Fee No No 59414 300195 Yes First Fee No No 59414 300160 Yes First Fee No No 59414 301023 Yes First Fee No No 59414 300771 Yes First Fee No No 59414 300563 Yes First Fee No No 59414 000230 Yes First Fee No No 59414 300297 Yes First Fee No No 59414 300210 Yes First Fee No No 59414 071233 Yes First Fee No No - ------------------------------------------------------------------------------------------------------------------- 59414 Various Yes Various First Fee No No ===================================================================================================================
ANNEX B CAPITAL IMPROVEMENT, REPLACEMENT RESERVE AND ESCROW ACCOUNTS* SEQUENCE LOAN NUMBER PROPERTY NAME PROPERTY TYPE - ----------------------------------------------------------------------------------------------------------------------------------- 1 59147 277 Park Avenue Office 2 59414 KinderCare Portfolio Other 3 43439 InTown Suites Portfolio Hotel 4 58988 Summit at Warner Center Multifamily 5 58791 Burnett Plaza Office 6 59416 Paramus Park Mall Retail 7 58930 Omni Hotel-San Diego Hotel 8 59472 ODS Tower Office 9 59445 2001 K Street Office 10 58987 River Ranch Apartments Multifamily 11 58946 One Old Country Road Office 12 59448 Scottsdale Fiesta Retail 13 59459 Loop Central Office 14 59473 Crescent Center Office 15 20051191 Windsor Apartments Multifamily 16 59377 Huntington by the Sea Manufactured Housing 17 44177 11620 Wilshire Office 18 20051342 Graves 601 Hotel Hotel 19 59374 Flagstaff Mall Retail 20 20050765 Mount Vernon Shopping Center Retail 21 59409 150 East 57th Street Apartments Multifamily 22 57834 Park View Medical Office Building Office 23 57835 Physicians Park Office 24 57837 Atrium Office 25 57887 Building B Office 26 20050894 Market Square Plaza Office 27 57467 City Center Office 28 14848 Washington State Attorney General's Office Bldg Office 29 59394 Elk Ridge Apartments Multifamily 30 59354 California Culinary Office Office 31 59180 Spicetree Apartments Multifamily 32 20051277 Ventana Canyon Apartments Multifamily 33 59411 Old Mill Corporate Center I Office 34 15877 Draper Technology Park Office 35 16310 Summit Woods Apartments Multifamily 36 20051278 Remington Canyon Apartments Multifamily 37 59086 Courtney Oaks Apartments Multifamily 38 16084 The Waterford Apartments Multifamily 39 20051332 Audubon Park Apartments Multifamily 40 20051271 Houghton Place Apartments Multifamily 41 59022 Caruso Northgate Apartments Multifamily 42 59182 3700 Buffalo Speedway Office 43 59284 Bixby Village Plaza Retail 44 59286 US Storage - Torrance Self Storage 45 20051204 Chicago Pneumatic Industrial 46 59369 Westridge Executive Plaza Office 47 59084 189 Montague Street Office 48 59128 Baptist West Medical Office Building Office 49 59384 Campus Plaza Retail 50 59240 1301 Virginia Drive Office 51 20051207 Hillside Ranch Apartments Multifamily 52 59389 Georgia Power Company Office 53 58706 La Plaza Business Center Office 54 20051273 Shaw's Supermarket Retail 55 20051176 St. Charles Apartments Multifamily 56 59212 Eaglewood Apartments Multifamily 57 59276 Island Walk Shopping Center Retail 58 44598 Tri-State Crossing Retail 59 59383 The Atrium Building Office 60 59320 Collins Pointe Apartments Multifamily 61 59005 Desert North Commerce Center I Mixed Use 62 59006 Desert North Commerce Center II Mixed Use 63 59287 Lake Point Apartments Multifamily 64 59312 Wawa Store Portfolio Retail 65 59311 Haltom Plaza Retail 66 59066 2770 Broadway Retail 67 59382 University Meadows Apartments Multifamily 68 59350 Comfort Inn-Long Island City Hotel 69 58888 Sherlock Self Storage - Woodinville, WA Self Storage 70 58889 Sherlock Self Storage - Bothell, WA Self Storage 71 59310 Smyrna Crossing Retail 72 59085 188 Montague Street Office 73 59295 US Storage - Westminster Self Storage 74 58882 Newburgh Crossing Retail 75 12138 All American Self Storage Self Storage 76 13664 Statewide Self Storage Self Storage 77 59288 Feldkamp Medical Offices Office 78 59317 Hilton Garden Inn - North Point Hotel 79 14494 One De Zavala Business Center Industrial 80 59322 RDA Building Office 81 58957 Oak Tree Village Multifamily 82 15191 Hampton Inn Bossier City Hotel 83 14985 Olde Naples Self Storage North Self Storage 84 15547 Regency Place Apartments Multifamily 85 15842 Maryland Park Apartments Multifamily 86 12606 Courtyard by Marriott (McAllen) Hotel 87 59044 Rainbow Plaza Office 88 59285 Lakes at West Covina Retail 89 59200 8328 Center Drive Self Storage Self Storage 90 15978 Northgate Villas Multifamily 91 59349 NVR Warehouse Industrial 92 14805 Timberlane Apartments Multifamily 93 59373 Milestone Square Shopping Center Retail 94 59378 River Park Office Office 95 20050866 KMart Desert Hot Springs Retail 96 59386 Siegen Self Storage Facility Self Storage 97 59293 253 Nassau Street Multifamily 98 16382 Pacheco Park Office 99 59390 Airport Self Storage Self Storage 100 20051348 Five Seasons MHC Manufactured Housing 101 59139 PA Marriott Portfolio: Springhill Suites-West Mifflin, PA Hotel 102 44408 Camino Real Apartments Multifamily 103 44678 Underhill Avenue & Prospect Place Multifamily 104 15892 Parkside Commons Apartments Multifamily 105 59348 Glen Cove Towne Center Retail 106 59265 68 Marginal Way Office 107 43337 Jasmine Plaza & 65 Flagship Road Various 108 59308 Northside Shopping Center Retail 109 15643 Hampton Technology Center Office 110 15262 Desertbrook Apartments Multifamily 111 20051133 Town Hall Industrial Building Industrial 112 59232 Harbor North Retail 113 13734 Windermere Office Bldg - Soundview Office 114 59173 Southside Shopping Center Retail 115 59213 Hickory Valley Apartments Multifamily 116 15260 AutoMall Self Storage Self Storage 117 59395 Euclid Plaza Retail 118 15639 Stonebridge Apts. Multifamily 119 12725 Cambridge Apartments Multifamily 120 15274 Greenbrier Village Condominium Apartments Multifamily 121 13712 Mission Hospital Office Office 122 13611 Lake Pointe Office Building Office 123 59376 Garden City Apartments Multifamily 124 15079 Quality Self Storage - Lochmoor - Ft. Myers Retail 125 15470 Walgreens at the Market at Wells Branch Retail 126 59305 Sunset of Avon Retail 127 14481 The Plaza Office Building A Office 128 15420 Martin Self Storage - Carolina Beach Road Self Storage 129 59199 1415 Old Oakland Self Storage Self Storage 130 14715 The Plaza Office Building B Office 131 20050961 CVS - Port St. Lucie Retail 132 15353 FedEx - Burlington Industrial 133 14466 Eagles Landing Retail 134 14124 Double D Storage Self Storage 135 14961 Expressway Plaza Retail 136 58948 Glen Hollow Apartments Multifamily 137 13950 Sheridan Park Self Storage Self Storage 138 15590 Meadow Park Plaza Retail 139 20050659 West Haven Apartments Multifamily 140 15268 Crossroads Center - Bend Retail 141 59226 Holiday Inn Express - Houston Hotel 142 59194 Holiday Inn Express - Monaca, PA Hotel 143 14773 Kendall Homes Apartments Multifamily 144 13727 Spolski Industrial Portfolio Industrial 145 14147 Space Place Self Storage Self Storage 146 13388 Corner View Commons Retail 147 20051224 Rite Aid - Richland, WA Retail 148 59162 Poway Road Mini Storage Self Storage 149 14252 Trademark Plaza Retail 150 15196 Juliet Rainbow Office Office 151 59370 Sorensen Palm Bay Self Storage Self Storage 152 14785 Kinnaman Terrace Multifamily 153 11839 Village Square Shoppes Retail 154 14229 Sandstone Commons Retail 155 14824 Osprey Point Office 156 14787 Windcom Court Office 157 12477 Azevedo Plaza - Walgreens Retail 158 15245 Quality Self Storage - Bradenton Self Storage 159 59307 6900 Camp Bowie Retail 160 44137 612-626 Main Street Mixed Use 161 14897 Carmel Centre II Office 162 15136 River Run Apartments Multifamily 163 15629 North Peoria Retail Retail - ----------------------------------------------------------------------------------------------------------------------------------- TOTALS INITIAL DEPOSIT TO CAPITAL INITIAL DEPOSIT TO ANNUAL DEPOSIT TO SEQUENCE LOAN NUMBER IMPROVEMENT RESERVES REPLACEMENT RESERVES REPLACEMENT RESERVES - ---------------------------------------------------------------------------------------------------------------------------------- 1 59147 2 59414 $756,551 3 43439 475,807 $163,134 $1,957,605 4 58988 253,080 5 58791 6 59416 7 58930 1,350,000 8 59472 73,342 9 59445 44,709 10 58987 128,805 11 58946 43,750 500,000 134,521 12 59448 117,554 13 59459 293,154 14 59473 480,000 98,293 15 20051191 18,750 77,600 16 59377 30,665 35,000 10,710 17 44177 4,015 48,184 18 20051342 824,328 19 59374 20 20050765 42,869 21 59409 13,700 22 57834 23 57835 24 57837 25 57887 5,000 26 20050894 25,774 27 57467 57,048 28 14848 68,616 29 59394 104,874 30 59354 31 59180 148,770 32 20051277 49,596 33 59411 25,171 34 15877 35 16310 3,500 79,500 36 20051278 44,800 37 59086 56,000 38 16084 3,750 68,880 39 20051332 6,250 66,000 40 20051271 31,497 13,500 41 59022 1,496,484 52,675 42 59182 14,423 43 59284 17,683 44 59286 6,779 45 20051204 12,500 130,848 46 59369 50,000 47 59084 17,088 48 59128 49 59384 50 59240 28,197 51 20051207 343,719 256,281 70,950 52 59389 53 58706 18,675 54 20051273 55 20051176 3,833 46,000 56 59212 31,200 57 59276 125,000 51,388 58 44598 1,328 15,936 59 59383 36,811 60 59320 129,948 61 59005 5,203 62 59006 4,830 63 59287 49,500 64 59312 4,656 65 59311 42,718 66 59066 475 67 59382 697,500 68 59350 30,000 69 58888 5,763 70 58889 6,155 71 59310 72 59085 161,700 13,752 73 59295 15,020 74 58882 75 12138 7,980 76 13664 11,236 77 59288 13,000 12,751 78 59317 10,224 79 14494 21,913 80 59322 15,000 4,968 81 58957 41,875 45,090 82 15191 45,000 105,073 83 14985 22,000 11,001 84 15547 15,875 36,716 85 15842 33,750 86 12606 108,818 87 59044 60,000 24,991 88 59285 4,736 89 59200 90 15978 112,465 29,000 91 59349 92 14805 35,751 41,588 93 59373 10,068 94 59378 9,375 21,235 95 20050866 9,521 96 59386 97 59293 2,868 98 16382 6,984 99 59390 16,500 4,752 100 20051348 19,500 101 59139 11,340 102 44408 9,834 61,200 17,000 103 44678 1,310 15,720 104 15892 9,625 27,000 105 59348 50,000 6,312 106 59265 4,178 107 43337 998 11,978 108 59308 10,239 109 15643 110 15262 111 20051133 10,020 112 59232 113 13734 8,000 5,747 114 59173 11,970 115 59213 35,625 37,500 60,400 116 15260 8,728 117 59395 4,824 118 15639 1,875 52,000 119 12725 110,901 101,775 120 15274 121 13712 122 13611 4,770 123 59376 192,512 15,980 124 15079 43,644 125 15470 126 59305 10,236 127 14481 4,125 7,916 128 15420 9,929 129 59199 130 14715 3,875 7,058 131 20050961 2,076 132 15353 3,796 133 14466 134 14124 8,771 135 14961 3,933 136 58948 43,400 137 13950 8,524 138 15590 13,188 7,680 139 20050659 126,945 273,055 17,250 140 15268 141 59226 48,228 142 59194 5,679 143 14773 5,500 144 13727 12,132 145 14147 11,012 146 13388 4,104 147 20051224 1,737 148 59162 149 14252 152,250 150 15196 151 59370 5,364 152 14785 12,750 153 11839 167,254 6,732 154 14229 1,508 155 14824 156 14787 157 12477 158 15245 12,182 159 59307 5,459 160 44137 161 14897 1,590 162 15136 22,500 13,872 163 15629 1,000 - ---------------------------------------------------------------------------------------------------------------------------------- $7,149,058 $1,773,000 $6,864,830 TAX AND INITIAL DEPOSIT TO ANNUAL DEPOSIT TO SEQUENCE LOAN NUMBER INSURANCE ESCROW TI/LC ESCROW TI/LC ESCROW - ----------------------------------------------------------------------------------------------------------- 1 59147 No 2 59414 No 3 43439 Yes 4 58988 Tax Only 5 58791 No 6 59416 No 7 58930 Tax Only 8 59472 No 9 59445 Yes 10 58987 Tax Only 11 58946 Yes 12 59448 Yes $66,672 13 59459 Tax Only $296,709 143,400 14 59473 Tax Only 84,600 15 20051191 Yes 16 59377 Yes 17 44177 Yes 204,000 204,000 18 20051342 Yes 19 59374 Tax Only 20 20050765 Yes 21 59409 Tax Only 22 57834 No 23 57835 No 24 57837 No 25 57887 No 26 20050894 Yes 1,911,599 27 57467 Tax Only 350,004 28 14848 Yes 29 59394 Yes 30 59354 No 31 59180 Yes 32 20051277 Yes 33 59411 Tax Only 34 15877 Yes 35 16310 Yes 36 20051278 Yes 37 59086 Yes 38 16084 Yes 39 20051332 Yes 40 20051271 Yes 41 59022 Yes 42 59182 Yes 132,000 43 59284 Yes 44 59286 Tax Only 45 20051204 No 46 59369 Yes 404,000 47 59084 Yes 50,004 48 59128 Tax Only 116,667 49 59384 No 50 59240 Yes 250,000 51 20051207 Yes 52 59389 No 53 58706 Yes 100,000 54 20051273 No 55 20051176 Yes 56 59212 Yes 57 59276 Yes 58 44598 Yes 59 59383 Yes 60 59320 Yes 61 59005 Yes 26,016 62 59006 Yes 24,153 63 59287 Yes 64 59312 Yes 65 59311 Yes 66 59066 No 67 59382 Tax Only 68 59350 Yes 69 58888 Tax Only 70 58889 Tax Only 71 59310 Yes 72 59085 Yes 40,008 73 59295 Tax Only 74 58882 No 75 12138 Yes 76 13664 Yes 77 59288 Yes 60,000 78 59317 Tax Only 79 14494 Yes 80 59322 Yes 81 58957 Yes 82 15191 Yes 83 14985 Yes 84 15547 Yes 85 15842 Yes 86 12606 Yes 87 59044 Yes 200,000 88 59285 Yes 22,224 89 59200 No 90 15978 Yes 91 59349 No 92 14805 Yes 93 59373 Yes 94 59378 Yes 75,000 48,000 95 20050866 Insurance Only 96 59386 Tax Only 97 59293 Yes 98 16382 Yes 85,548 109,596 99 59390 Tax Only 100 20051348 Yes 101 59139 Tax Only 102 44408 Yes 103 44678 Yes 104 15892 Yes 105 59348 Yes 9,666 106 59265 Yes 30,000 107 43337 Tax Only 111,667 20,000 108 59308 Yes 18,168 109 15643 Yes 104,000 110 15262 Yes 111 20051133 Insurance Only 112 59232 No 113 13734 Yes 35,000 34,622 114 59173 Tax Only 11,676 115 59213 Yes 116 15260 Yes 117 59395 Yes 17,820 118 15639 Yes 119 12725 Yes 120 15274 Yes 121 13712 Yes 945,000 122 13611 Yes 20,930 123 59376 Yes 124 15079 Yes 27,256 125 15470 No 126 59305 Yes 127 14481 Yes 20,000 36,996 128 15420 Yes 129 59199 No 130 14715 Yes 20,000 31,386 131 20050961 No 132 15353 Yes 133 14466 Yes 134 14124 Yes 135 14961 Yes 26,003 136 58948 Yes 137 13950 Yes 138 15590 Yes 21,660 139 20050659 Yes 140 15268 Yes 20,811 141 59226 Yes 142 59194 Yes 143 14773 Yes 144 13727 Yes 28,534 145 14147 Yes 146 13388 Yes 29,000 147 20051224 No 148 59162 No 149 14252 Yes 150 15196 Yes 151,522 151 59370 Yes 152 14785 Yes 153 11839 Yes 21,975 154 14229 Yes 155 14824 Yes 156 14787 Yes 157 12477 Yes 158 15245 Yes 159 59307 Yes 150,000 160 44137 Yes 161 14897 Yes 57,200 162 15136 Yes 163 15629 Yes 10,552 - ----------------------------------------------------------------------------------------------------------- $5,021,245 $1,994,398 *Certain monthly reserves may be subject to caps. ANNEX B MULTIFAMILY SCHEDULE LOAN SEQUENCE NUMBER LOAN ORIGINATOR PROPERTY NAME CUT-OFF BALANCE - ------------------------------------------------------------------------------------------------------------------------------------ 4 58988 Bank of America Summit at Warner Center $120,000,000 10 58987 Bank of America River Ranch Apartments 57,000,000 15 20051191 Barclays Windsor Apartments 43,000,000 21 59409 Bank of America 150 East 57th Street Apartments 28,040,000 29 59394 Bank of America Elk Ridge Apartments 23,537,000 31 59180 Bank of America Spicetree Apartments 21,500,000 32 20051277 Barclays Ventana Canyon Apartments 21,050,000 35 16310 Bridger Summit Woods Apartments 19,309,037 36 20051278 Barclays Remington Canyon Apartments 19,250,000 37 59086 Bank of America Courtney Oaks Apartments 18,300,000 38 16084 Bridger The Waterford Apartments 17,663,000 39 20051332 Barclays Audubon Park Apartments 17,100,000 40 20051271 Barclays Houghton Place Apartments 16,979,911 41 59022 Bank of America Caruso Northgate Apartments 16,762,985 51 20051207 Barclays Hillside Ranch Apartments 13,900,000 55 20051176 Barclays St. Charles Apartments 12,100,000 56 59212 Bank of America Eaglewood Apartments 12,000,000 60 59320 Bank of America Collins Pointe Apartments 10,500,000 63 59287 Bank of America Lake Point Apartments 10,400,000 67 59382 Bank of America University Meadows Apartments 9,632,500 81 58957 Bank of America Oak Tree Village 7,210,000 84 15547 Bridger Regency Place Apartments 6,800,000 85 15842 Bridger Maryland Park Apartments 6,690,000 90 15978 Bridger Northgate Villas 6,185,000 92 14805 Bridger Timberlane Apartments 5,500,000 97 59293 Bank of America 253 Nassau Street 5,338,627 102 44408 BSCMI Camino Real Apartments 5,200,000 103 44678 BSCMI Underhill Avenue & Prospect Place 5,100,000 104 15892 Bridger Parkside Commons Apartments 5,040,000 110 15262 Bridger Desertbrook Apartments 4,550,000 115 59213 Bank of America Hickory Valley Apartments 4,400,000 118 15639 Bridger Stonebridge Apts. 4,360,565 119 12725 Bridger Cambridge Apartments 4,208,864 120 15274 Bridger Greenbrier Village Condominium Apartments 4,070,173 123 59376 Bank of America Garden City Apartments 4,000,000 136 58948 Bank of America Glen Hollow Apartments 3,300,000 139 20050659 Barclays West Haven Apartments 3,150,000 143 14773 Bridger Kendall Homes Apartments 2,990,465 152 14785 Bridger Kinnaman Terrace 2,342,007 162 15136 Bridger River Run Apartments 1,234,520 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL MULTIFAMILY LOANS $599,694,653 STUDIO 1 BEDROOM 2 BEDROOM ----------------------------------------------------------------- # OF AVG # OF AVG # OF AVG SEQUENCE UTILITIES TENANT PAYS UNITS RENT UNITS RENT UNITS RENT - ------------------------------------------------------------------------------------------------------------------------------------ 4 Electric, Gas, Sewer, Water 630 $1,890 10 Electric, Gas, Water 36 $1,144 267 1,405 15 Electric, Water, Sewer 101 1,035 217 1,233 21 Electric 27 $2,623 23 3,354 79 4,274 29 Electric, Gas 208 650 212 793 31 Electric, Gas 10 555 225 607 316 732 32 Electric, Gas, Water, Sewer 56 750 168 870 35 Electric 108 650 192 810 36 Electric, Gas, Water, Sewer 56 750 136 870 37 Electric, Water, Sewer 64 754 124 861 38 Electric 120 654 104 801 39 Electric, Water, Sewer 60 672 132 752 40 Electric, Gas 4 1,650 16 2,097 45 3,107 41 Electric, Gas 11 745 125 925 73 1,177 51 Electric, Gas 108 692 150 868 55 Electric, Gas, Water 60 808 100 959 56 Electric 12 593 54 922 90 1,226 60 Electric, Water 408 510 68 730 63 Electric, Sewer, Water 117 448 127 570 67 Electric, Gas 81 Electric, Gas 83 585 84 672 84 Electric 17 596 100 661 85 Electric 40 528 94 574 1 895 90 Electric 88 577 24 689 92 None 112 554 36 663 97 Electric, Gas, Water 4 2,150 8 2,398 102 Electric 1 745 14 658 52 964 103 Electric, Gas 1 825 25 771 28 847 104 Electric 30 506 55 588 110 Electric 24 594 86 673 115 Electric 40 440 130 485 118 Electric 96 378 104 467 119 Electric, Gas 168 584 9 781 120 Electric, Gas 12 746 60 879 123 Electric 56 926 38 1,038 136 Electric, Gas 40 448 68 536 139 Electric, Gas 1 625 27 792 37 886 143 Electric, Gas 152 Electric, Water, Sewer 9 561 33 644 162 Electric 48 550 - ------------------------------------------------------------------------------------------------------------------------------------ 3 BEDROOM 4 BEDROOM AND LARGER ------------------------------------------------ # OF AVG # OF AVG ELEVATORS SEQUENCE UNITS RENT UNITS RENT - ------------------------------------------------------------------------------------ 4 130 $2,467 No 10 162 1,666 No 15 70 1,364 No 21 7 9,107 Yes 29 34 997 No 31 No 32 24 1,045 No 35 18 913 No 36 32 1,045 No 37 92 929 No 38 16 1,018 No 39 72 862 No 40 Yes 41 6 1,333 No 51 No 55 24 1,120 No 56 No 60 No 63 52 683 No 67 120 1,039 64 $1,196 No 81 No 84 20 751 No 85 No 90 4 894 No 92 No 97 Yes 102 1 2,300 No 103 8 967 No 104 23 708 No 110 No 115 30 644 No 118 No 119 1 1,000 No 120 No 123 No 136 16 675 No 139 4 1,038 No 143 22 1,476 No 152 9 791 No 162 No - ------------------------------------------------------------------------------------
ANNEX C CLASS A-SB PLANNED PRINCIPAL BALANCE PRINCIPAL BALANCE AFTER SCHEDULED PAYMENT ON THE DISTRIBUTION DATE RELATED DISTRIBUTION DATE - ------------------- -------------------------- C-1 PRINCIPAL BALANCE AFTER SCHEDULED PAYMENT ON THE DISTRIBUTION DATE RELATED DISTRIBUTION DATE - ------------------- -------------------------- C-2 PRINCIPAL BALANCE AFTER SCHEDULED PAYMENT ON THE DISTRIBUTION DATE RELATED DISTRIBUTION DATE - ------------------- -------------------------- C-3 [THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX D AMORTIZATION SCHEDULE OF THE KC PARI PASSU NOTE A-1 SENIOR COMPONENT PERIOD DATE ENDING BALANCE(1) PRINCIPAL(1) - -------- ----------- ------------------- ---------------- 0 12/1/2005 $ 150,000,000.00 $ -- 1 1/1/2006 $ 149,875,000.00 $ 125,000.00 2 2/1/2006 $ 149,750,000.00 $ 125,000.00 3 3/1/2006 $ 149,625,000.00 $ 125,000.00 4 4/1/2006 $ 149,500,000.00 $ 125,000.00 5 5/1/2006 $ 149,375,000.00 $ 125,000.00 6 6/1/2006 $ 149,250,000.00 $ 125,000.00 7 7/1/2006 $ 149,125,000.00 $ 125,000.00 8 8/1/2006 $ 149,000,000.00 $ 125,000.00 9 9/1/2006 $ 148,875,000.00 $ 125,000.00 10 10/1/2006 $ 148,750,000.00 $ 125,000.00 11 11/1/2006 $ 148,625,000.00 $ 125,000.00 12 12/1/2006 $ 148,500,000.00 $ 125,000.00 13 1/1/2007 $ 148,375,000.00 $ 125,000.00 14 2/1/2007 $ 148,250,000.00 $ 125,000.00 15 3/1/2007 $ 148,125,000.00 $ 125,000.00 16 4/1/2007 $ 148,000,000.00 $ 125,000.00 17 5/1/2007 $ 147,875,000.00 $ 125,000.00 18 6/1/2007 $ 147,750,000.00 $ 125,000.00 19 7/1/2007 $ 147,625,000.00 $ 125,000.00 20 8/1/2007 $ 147,500,000.00 $ 125,000.00 21 9/1/2007 $ 147,375,000.00 $ 125,000.00 22 10/1/2007 $ 147,250,000.00 $ 125,000.00 23 11/1/2007 $ 147,125,000.00 $ 125,000.00 24 12/1/2007 $ 147,000,000.00 $ 125,000.00 25 1/1/2008 $ 146,875,000.00 $ 125,000.00 26 2/1/2008 $ 146,750,000.00 $ 125,000.00 27 3/1/2008 $ 146,625,000.00 $ 125,000.00 28 4/1/2008 $ 146,500,000.00 $ 125,000.00 29 5/1/2008 $ 146,375,000.00 $ 125,000.00 30 6/1/2008 $ 146,250,000.00 $ 125,000.00 31 7/1/2008 $ 146,125,000.00 $ 125,000.00 32 8/1/2008 $ 146,000,000.00 $ 125,000.00 33 9/1/2008 $ 145,875,000.00 $ 125,000.00 34 10/1/2008 $ 145,750,000.00 $ 125,000.00 35 11/1/2008 $ 145,625,000.00 $ 125,000.00 36 12/1/2008 $ 145,500,000.00 $ 125,000.00 37 1/1/2009 $ 145,375,000.00 $ 125,000.00 38 2/1/2009 $ 145,250,000.00 $ 125,000.00 39 3/1/2009 $ 145,125,000.00 $ 125,000.00 40 4/1/2009 $ 145,000,000.00 $ 125,000.00 41 5/1/2009 $ 144,875,000.00 $ 125,000.00 42 6/1/2009 $ 144,750,000.00 $ 125,000.00 43 7/1/2009 $ 144,625,000.00 $ 125,000.00 44 8/1/2009 $ 144,500,000.00 $ 125,000.00 D-1 AMORTIZATION SCHEDULE OF THE KC PARI PASSU NOTE A-1 SENIOR COMPONENT PERIOD DATE ENDING BALANCE(1) PRINCIPAL(1) - -------- ----------- ------------------- ---------------- 45 9/1/2009 $ 144,375,000.00 $ 125,000.00 46 10/1/2009 $ 144,250,000.00 $ 125,000.00 47 11/1/2009 $ 144,125,000.00 $ 125,000.00 48 12/1/2009 $ 144,000,000.00 $ 125,000.00 49 1/1/2010 $ 143,875,000.00 $ 125,000.00 50 2/1/2010 $ 143,750,000.00 $ 125,000.00 51 3/1/2010 $ 143,625,000.00 $ 125,000.00 52 4/1/2010 $ 143,500,000.00 $ 125,000.00 53 5/1/2010 $ 143,375,000.00 $ 125,000.00 54 6/1/2010 $ 143,250,000.00 $ 125,000.00 55 7/1/2010 $ 143,125,000.00 $ 125,000.00 56 8/1/2010 $ 143,000,000.00 $ 125,000.00 57 9/1/2010 $ 142,875,000.00 $ 125,000.00 58 10/1/2010 $ 142,750,000.00 $ 125,000.00 59 11/1/2010 $ 142,625,000.00 $ 125,000.00 60 12/1/2010 $ 142,500,000.00 $ 125,000.00 61 1/1/2011 $ 142,275,000.00 $ 225,000.00 62 2/1/2011 $ 142,050,000.00 $ 225,000.00 63 3/1/2011 $ 141,825,000.00 $ 225,000.00 64 4/1/2011 $ 141,600,000.00 $ 225,000.00 65 5/1/2011 $ 141,375,000.00 $ 225,000.00 66 6/1/2011 $ 141,150,000.00 $ 225,000.00 67 7/1/2011 $ 140,925,000.00 $ 225,000.00 68 8/1/2011 $ 140,700,000.00 $ 225,000.00 69 9/1/2011 $ 140,475,000.00 $ 225,000.00 70 10/1/2011 $ 140,250,000.00 $ 225,000.00 71 11/1/2011 $ 140,025,000.00 $ 225,000.00 72 12/1/2011 $ 139,800,000.00 $ 225,000.00 73 1/1/2012 $ 139,575,000.00 $ 225,000.00 74 2/1/2012 $ 139,350,000.00 $ 225,000.00 75 3/1/2012 $ 139,125,000.00 $ 225,000.00 76 4/1/2012 $ 138,900,000.00 $ 225,000.00 77 5/1/2012 $ 138,675,000.00 $ 225,000.00 78 6/1/2012 $ 138,450,000.00 $ 225,000.00 79 7/1/2012 $ 138,225,000.00 $ 225,000.00 80 8/1/2012 $ 138,000,000.00 $ 225,000.00 81 9/1/2012 $ 137,775,000.00 $ 225,000.00 82 10/1/2012 $ 137,550,000.00 $ 225,000.00 83 11/1/2012 $ 137,325,000.00 $ 225,000.00 84 12/1/2012 $ 137,100,000.00 $ 225,000.00 85 1/1/2013 $ 136,875,000.00 $ 225,000.00 86 2/1/2013 $ 136,650,000.00 $ 225,000.00 87 3/1/2013 $ 136,425,000.00 $ 225,000.00 88 4/1/2013 $ 136,200,000.00 $ 225,000.00 89 5/1/2013 $ 135,975,000.00 $ 225,000.00 90 6/1/2013 $ 135,750,000.00 $ 225,000.00 91 7/1/2013 $ 135,525,000.00 $ 225,000.00 D-2 AMORTIZATION SCHEDULE OF THE KC PARI PASSU NOTE A-1 SENIOR COMPONENT PERIOD DATE ENDING BALANCE(1) PRINCIPAL(1) - -------- ----------- ------------------- ------------------- 92 8/1/2013 $ 135,300,000.00 $ 225,000.00 93 9/1/2013 $ 135,075,000.00 $ 225,000.00 94 10/1/2013 $ 134,850,000.00 $ 225,000.00 95 11/1/2013 $ 134,625,000.00 $ 225,000.00 96 12/1/2013 $ 134,400,000.00 $ 225,000.00 97 1/1/2014 $ 134,175,000.00 $ 225,000.00 98 2/1/2014 $ 133,950,000.00 $ 225,000.00 99 3/1/2014 $ 133,725,000.00 $ 225,000.00 100 4/1/2014 $ 133,500,000.00 $ 225,000.00 101 5/1/2014 $ 133,275,000.00 $ 225,000.00 102 6/1/2014 $ 133,050,000.00 $ 225,000.00 103 7/1/2014 $ 132,825,000.00 $ 225,000.00 104 8/1/2014 $ 132,600,000.00 $ 225,000.00 105 9/1/2014 $ 132,375,000.00 $ 225,000.00 106 10/1/2014 $ 132,150,000.00 $ 225,000.00 107 11/1/2014 $ 131,925,000.00 $ 225,000.00 108 12/1/2014 $ 131,700,000.00 $ 225,000.00 109 1/1/2015 $ 131,475,000.00 $ 225,000.00 110 2/1/2015 $ 131,250,000.00 $ 225,000.00 111 3/1/2015 $ 131,025,000.00 $ 225,000.00 112 4/1/2015 $ 130,800,000.00 $ 225,000.00 113 5/1/2015 $ 130,575,000.00 $ 225,000.00 114 6/1/2015 $ 130,350,000.00 $ 225,000.00 115 7/1/2015 $ 130,125,000.00 $ 225,000.00 116 8/1/2015 $ 129,900,000.00 $ 225,000.00 117 9/1/2015 $ 129,675,000.00 $ 225,000.00 118 10/1/2015 $ 129,450,000.00 $ 225,000.00 119 11/1/2015 $ 129,225,000.00 $ 225,000.00 120 12/1/2015 $ -- $ 129,225,000.00 - ---------- (1) Amounts may vary from amounts shown due to rounding. D-3 AMORTIZATION SCHEDULE OF KC PARI PASSU NOTE A-1 SUBORDINATE COMPONENT PERIOD DATE ENDING BALANCE(1) PRINCIPAL(1) - -------- ----------- ------------------- ---------------- 0 12/1/2005 $ 200,000,000.00 $ -- 1 1/1/2006 $ 199,833,333.33 $ 166,666.67 2 2/1/2006 $ 199,666,666.66 $ 166,666.67 3 3/1/2006 $ 199,499,999.99 $ 166,666.67 4 4/1/2006 $ 199,333,333.32 $ 166,666.67 5 5/1/2006 $ 199,166,666.65 $ 166,666.67 6 6/1/2006 $ 198,999,999.98 $ 166,666.67 7 7/1/2006 $ 198,833,333.31 $ 166,666.67 8 8/1/2006 $ 198,666,666.64 $ 166,666.67 9 9/1/2006 $ 198,499,999.97 $ 166,666.67 10 10/1/2006 $ 198,333,333.30 $ 166,666.67 11 11/1/2006 $ 198,166,666.63 $ 166,666.67 12 12/1/2006 $ 197,999,999.96 $ 166,666.67 13 1/1/2007 $ 197,833,333.29 $ 166,666.67 14 2/1/2007 $ 197,666,666.62 $ 166,666.67 15 3/1/2007 $ 197,499,999.95 $ 166,666.67 16 4/1/2007 $ 197,333,333.28 $ 166,666.67 17 5/1/2007 $ 197,166,666.61 $ 166,666.67 18 6/1/2007 $ 196,999,999.94 $ 166,666.67 19 7/1/2007 $ 196,833,333.27 $ 166,666.67 20 8/1/2007 $ 196,666,666.60 $ 166,666.67 21 9/1/2007 $ 196,499,999.93 $ 166,666.67 22 10/1/2007 $ 196,333,333.26 $ 166,666.67 23 11/1/2007 $ 196,166,666.59 $ 166,666.67 24 12/1/2007 $ 195,999,999.92 $ 166,666.67 25 1/1/2008 $ 195,833,333.25 $ 166,666.67 26 2/1/2008 $ 195,666,666.58 $ 166,666.67 27 3/1/2008 $ 195,499,999.91 $ 166,666.67 28 4/1/2008 $ 195,333,333.24 $ 166,666.67 29 5/1/2008 $ 195,166,666.57 $ 166,666.67 30 6/1/2008 $ 194,999,999.90 $ 166,666.67 31 7/1/2008 $ 194,833,333.23 $ 166,666.67 32 8/1/2008 $ 194,666,666.56 $ 166,666.67 33 9/1/2008 $ 194,499,999.89 $ 166,666.67 34 10/1/2008 $ 194,333,333.22 $ 166,666.67 35 11/1/2008 $ 194,166,666.55 $ 166,666.67 36 12/1/2008 $ 193,999,999.88 $ 166,666.67 37 1/1/2009 $ 193,833,333.21 $ 166,666.67 38 2/1/2009 $ 193,666,666.54 $ 166,666.67 39 3/1/2009 $ 193,499,999.87 $ 166,666.67 40 4/1/2009 $ 193,333,333.20 $ 166,666.67 41 5/1/2009 $ 193,166,666.53 $ 166,666.67 42 6/1/2009 $ 192,999,999.86 $ 166,666.67 43 7/1/2009 $ 192,833,333.19 $ 166,666.67 44 8/1/2009 $ 192,666,666.52 $ 166,666.67 45 9/1/2009 $ 192,499,999.85 $ 166,666.67 46 10/1/2009 $ 192,333,333.18 $ 166,666.67 D-4 AMORTIZATION SCHEDULE OF KC PARI PASSU NOTE A-1 SUBORDINATE COMPONENT PERIOD DATE ENDING BALANCE(1) PRINCIPAL(1) - -------- ----------- ------------------- ---------------- 47 11/1/2009 $ 192,166,666.51 $ 166,666.67 48 12/1/2009 $ 191,999,999.84 $ 166,666.67 49 1/1/2010 $ 191,833,333.17 $ 166,666.67 50 2/1/2010 $ 191,666,666.50 $ 166,666.67 51 3/1/2010 $ 191,499,999.83 $ 166,666.67 52 4/1/2010 $ 191,333,333.16 $ 166,666.67 53 5/1/2010 $ 191,166,666.49 $ 166,666.67 54 6/1/2010 $ 190,999,999.82 $ 166,666.67 55 7/1/2010 $ 190,833,333.15 $ 166,666.67 56 8/1/2010 $ 190,666,666.48 $ 166,666.67 57 9/1/2010 $ 190,499,999.81 $ 166,666.67 58 10/1/2010 $ 190,333,333.14 $ 166,666.67 59 11/1/2010 $ 190,166,666.47 $ 166,666.67 60 12/1/2010 $ 189,999,999.80 $ 166,666.67 61 1/1/2011 $ 189,699,999.80 $ 300,000.00 62 2/1/2011 $ 189,399,999.80 $ 300,000.00 63 3/1/2011 $ 189,099,999.80 $ 300,000.00 64 4/1/2011 $ 188,799,999.80 $ 300,000.00 65 5/1/2011 $ 188,499,999.80 $ 300,000.00 66 6/1/2011 $ 188,199,999.80 $ 300,000.00 67 7/1/2011 $ 187,899,999.80 $ 300,000.00 68 8/1/2011 $ 187,599,999.80 $ 300,000.00 69 9/1/2011 $ 187,299,999.80 $ 300,000.00 70 10/1/2011 $ 186,999,999.80 $ 300,000.00 71 11/1/2011 $ 186,699,999.80 $ 300,000.00 72 12/1/2011 $ 186,399,999.80 $ 300,000.00 73 1/1/2012 $ 186,099,999.80 $ 300,000.00 74 2/1/2012 $ 185,799,999.80 $ 300,000.00 75 3/1/2012 $ 185,499,999.80 $ 300,000.00 76 4/1/2012 $ 185,199,999.80 $ 300,000.00 77 5/1/2012 $ 184,899,999.80 $ 300,000.00 78 6/1/2012 $ 184,599,999.80 $ 300,000.00 79 7/1/2012 $ 184,299,999.80 $ 300,000.00 80 8/1/2012 $ 183,999,999.80 $ 300,000.00 81 9/1/2012 $ 183,699,999.80 $ 300,000.00 82 10/1/2012 $ 183,399,999.80 $ 300,000.00 83 11/1/2012 $ 183,099,999.80 $ 300,000.00 84 12/1/2012 $ 182,799,999.80 $ 300,000.00 85 1/1/2013 $ 182,499,999.80 $ 300,000.00 86 2/1/2013 $ 182,199,999.80 $ 300,000.00 87 3/1/2013 $ 181,899,999.80 $ 300,000.00 88 4/1/2013 $ 181,599,999.80 $ 300,000.00 89 5/1/2013 $ 181,299,999.80 $ 300,000.00 90 6/1/2013 $ 180,999,999.80 $ 300,000.00 91 7/1/2013 $ 180,699,999.80 $ 300,000.00 92 8/1/2013 $ 180,399,999.80 $ 300,000.00 93 9/1/2013 $ 180,099,999.80 $ 300,000.00 D-5 AMORTIZATION SCHEDULE OF KC PARI PASSU NOTE A-1 SUBORDINATE COMPONENT PERIOD DATE ENDING BALANCE(1) PRINCIPAL(1) - -------- ----------- ------------------- ------------------- 94 10/1/2013 $ 179,799,999.80 $ 300,000.00 95 11/1/2013 $ 179,499,999.80 $ 300,000.00 96 12/1/2013 $ 179,199,999.80 $ 300,000.00 97 1/1/2014 $ 178,899,999.80 $ 300,000.00 98 2/1/2014 $ 178,599,999.80 $ 300,000.00 99 3/1/2014 $ 178,299,999.80 $ 300,000.00 100 4/1/2014 $ 177,999,999.80 $ 300,000.00 101 5/1/2014 $ 177,699,999.80 $ 300,000.00 102 6/1/2014 $ 177,399,999.80 $ 300,000.00 103 7/1/2014 $ 177,099,999.80 $ 300,000.00 104 8/1/2014 $ 176,799,999.80 $ 300,000.00 105 9/1/2014 $ 176,499,999.80 $ 300,000.00 106 10/1/2014 $ 176,199,999.80 $ 300,000.00 107 11/1/2014 $ 175,899,999.80 $ 300,000.00 108 12/1/2014 $ 175,599,999.80 $ 300,000.00 109 1/1/2015 $ 175,299,999.80 $ 300,000.00 110 2/1/2015 $ 174,999,999.80 $ 300,000.00 111 3/1/2015 $ 174,699,999.80 $ 300,000.00 112 4/1/2015 $ 174,399,999.80 $ 300,000.00 113 5/1/2015 $ 174,099,999.80 $ 300,000.00 114 6/1/2015 $ 173,799,999.80 $ 300,000.00 115 7/1/2015 $ 173,499,999.80 $ 300,000.00 116 8/1/2015 $ 173,199,999.80 $ 300,000.00 117 9/1/2015 $ 172,899,999.80 $ 300,000.00 118 10/1/2015 $ 172,599,999.80 $ 300,000.00 119 11/1/2015 $ 172,299,999.80 $ 300,000.00 120 12/1/2015 $ -- $ 172,299,999.80 D-6
ANNEX E - ------------------------------------------------------------------------------- 277 PARK AVENUE - ------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS 277 PARK AVENUE - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL NOTE A-1 PRINCIPAL BALANCE: $260,000,000 FIRST PAYMENT DATE: November 1, 2005 TERM/AMORTIZATION: 120/0 months INTEREST ONLY PERIOD: 120 months ANTICIPATED REPAYMENT DATE: October 1, 2015(1) EXPECTED NOTE A-1 MATURITY BALANCE: $260,000,000 BORROWING ENTITY: 277 Park Avenue, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 119 payments Open: 1 payment PARI PASSU DEBT: $240,000,000 (Note A-2) EXISTING MEZZANINE DEBT: $100,000,000 senior mezzanine loan and $100,000,000 junior mezzanine loan. LOCKBOX: Hard - --------------------------------------------------------------- (1) The final maturity date is October 1, 2035. - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $500,000,000 NOTE A-1 CUT-OFF DATE BALANCE: $260,000,000 NOTE A-2 CUT-OFF DATE BALANCE: $240,000,000 SHADOW RATING (MOODY'S/S&P): A2/AAA CUT-OFF DATE LTV: 41.7% MATURITY DATE LTV: 41.7% UNDERWRITTEN DSCR: 2.64x MORTGAGE RATE(1): 4.647% - --------------------------------------------------------------- (1) Interest rate rounded to three decimal places and is subject to change (prior to pricing). - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: Central Business District LOCATION: New York, New York YEAR BUILT/RENOVATED: 1964/2001 NET RENTABLE SQUARE FEET: 1,767,528 CUT-OFF BALANCE PSF: $283 OCCUPANCY AS OF 06/01/2005: 100.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Stanley Stahl Management, Inc.; Colliers ABR, Inc. U/W NET CASH FLOW: $62,192,876 APPRAISED VALUE: $1,200,000,000 - --------------------------------------------------------------- E-1 - ------------------------------------------------------------------------------- 277 PARK AVENUE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR ANNUALIZED (12/31/2003) (12/31/2004) (6/30/2005) UNDERWRITTEN ---------------- ----------------- ----------------- ----------------- Effective Gross Income ............. $93,209,497 $100,075,959 $101,529,850 $107,619,501 Total Expenses ..................... $40,188,485 $ 40,579,979 $ 40,776,738 $ 43,854,776 Net Operating Income (NOI) ......... $53,021,012 $ 59,495,980 $ 60,753,112 $ 63,764,725 Cash Flow (CF) ..................... $53,021,012 $ 59,495,980 $ 60,753,112 $ 62,192,876 DSCR on NOI(1) ..................... 2.25x 2.53x 2.58x 2.71x DSCR on CF(1) ...................... 2.25x 2.53x 2.58x 2.64x - -------------------------------------------------------------------------------------------------------------------- (1) Based on an aggregate principal balance of $500,000,000 (the aggregate 277 Park Avenue Whole Loan Cut-off Date principal balance). - ---------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ---------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ---------------------------- ------------- ----------- ---------- ----------- -------------- ------------- ----------- JP Morgan Chase ........... Aa3/A+ 1,361,629 77.0% $50.28 $68,456,785 77.2% 03/31/2021 Sumitomo Mitsui Banking Corporation .............. NR/A 211,825 12.0 $42.94 9,096,706 10.3 08/31/2010 ContiGroup ................ Not Rated 46,110 2.6 $47.09 2,171,205 2.4 02/28/2015 --------- ---- ------- ----------- ---- TOTAL ..................... 1,619,564 91.6% $79,724,695 89.9% - ---------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent, and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ----------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ----------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ------------ ---------- ------------ --------------- ------------- 2006 .............. 2 28,258 1.6% 28,258 1.6% $ 1,385,184 2007 .............. 2 10,500 0.6 38,758 2.2% $ 914,315 2009 .............. 2 24,218 1.4 62,976 3.6% $ 1,210,659 2010 .............. 6 236,413 13.4 299,389 16.9% $10,562,172 2011 .............. 3 16,513 0.9 315,902 17.9% $ 1,480,497 2012 .............. 2 19,400 1.1 335,302 19.0% $ 1,234,080 2013 .............. 1 940 0.1 336,242 19.0% $ 151,199 2014 .............. 3 3,280 0.2 339,522 19.2% $ 396,421 2015 .............. 2 46,110 2.6 385,632 21.8% $ 2,171,205 2016 .............. 1 8,022 0.5 393,654 22.3% $ 649,220 2021 .............. 2 1,361,629 77.0 1,755,283 99.3% $68,456,785 MTM ............... 2 12,245 0.7 1,767,528 100.0% $ 86,700 -- --------- ----- TOTAL ............. 28 1,767,528 100.0% - ------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll. E-2 - -------------------------------------------------------------------------------- 277 PARK AVENUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The three largest tenants, representing 91.6% of the total net rentable square feet, are: o JP MORGAN CHASE ("JPM") (rated "Aa3" by Moody's and "A+" by S&P) occupies a total of 1,361,629 square feet (77.0% of square feet, 77.2% of rental income) under two leases that expire on March 31, 2021. The current blended rental rate per square foot of $50.28 increases annually. There are three five-year options to renew the leases with the rental rate per square foot determined at the then fair market. JPM is a global financial services company operating six lines of business: Investment Banking, Retail Financial Services, Card Services, Commercial Banking, Treasury and Securities Services, and Asset and Wealth Management. JPM operates more than 2,500 branches located in 17 states and 6,650 automated teller machines. JPM has operations in approximately 50 countries in Europe, the Middle East, Africa, Asia-Pacific, Latin America and the Caribbean. JPM employs approximately 160,000 people. As of the fiscal year ended December 31, 2004, JPM reported revenue of approximately $56.9 billion, net income of $4.5 billion and stockholder equity of $105.7 billion. o SUMITOMO MITSUI BANKING CORPORATION ("SMBC") (not rated by Moody's and rated "A+" by S&P) occupies a total of 211,825 square feet (12.0% of square feet, 10.3% of rental income) under two office space leases and one storage space lease, all expiring on August 31, 2010. The blended rental rate per square foot for the office space is $42.94 and remains constant during the initial lease term. There is one option to renew the leases for either five or ten years with the rental rate per square foot determined at 95% of the then fair market. SMBC is one of the world's leading commercial banks providing a range of wholesale and retail banking services. SMBC, headquartered in Tokyo, Japan, is also engaged in leasing, securities, credit card, investment, mortgage securitization, venture capital and other credit related businesses. o CONTIGROUP (not rated) occupies a total of 46,110 square feet (2.6% of square feet, 2.4% of rental income) under two 25-year leases, one for office space and one for storage space, both expiring on February 28, 2015. The current rental rate per square foot of office space of $48.00 increases to $53.00 on March 1, 2010. ContiGroup is a recognized leader in integrated poultry and pork production and cattle feeding, with nearly 200 years of experience in agribusiness and global trade. The company serves customers around the world through facilities and affiliates in ten countries. ContiGroup operated as Continental Grain Company from 1921 to 1999, when it sold its commodity marketing operations and turned its principal focus to meat proteins. ContiGroup operates 13 state-of-the-art poultry plants across the southeastern United States, six major feedlots in four states, raises more than one million head of cattle per year, ranks as the second largest pork producer in the country through a joint venture with Premium Standard Farms, and is a major producer of animal feed, wheat flour, pork and poultry in Latin America and the Far East. ContiGroup employs approximately 13,500 people worldwide in ten countries. - ------------------------------------------------------------------------------- E-3 - -------------------------------------------------------------------------------- 277 PARK AVENUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The 277 Park Avenue Mortgage Loan is a $260.0 million, ten-year fixed rate loan secured by a first mortgage on an office building located in New York City. The 277 Park Avenue Mortgage Loan is interest only for the entire loan term until an anticipated repayment date of October 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 4.647%. The final maturity date of the 277 Park Avenue Mortgage Loan is October 1, 2035. THE BORROWER: o The 277 Park Avenue Borrower is 277 Park Avenue, LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at lease two independent directors for which the 277 Park Avenue Borrower's counsel has delivered a non-consolidation opinion. Equity ownership is held 100.0% by Park Avenue Mezz I, LLC as the sole member. Through a series of intermediate ownership levels, equity ownership is eventually held by the estate of Stanley Stahl. THE PROPERTY: o The 277 Park Avenue Mortgaged Property consists of a fee simple interest in a Class "A" office building built in 1964 and most recently renovated in 2001. The improvements consist of a 50-story office building situated on 1.86 acres containing 1,767,528 net rentable square feet, of which 1,708,433 square feet is office space and 59,095 is retail/storage space. The 277 Park Avenue Mortgaged Property is currently occupied by 11 office tenants ranging in size from 1,200 to 1,361,629 square feet and 15 retail tenants ranging in size from 101 to 18,000 square feet. o The 277 Park Avenue Mortgaged Property is located on an entire city block in Midtown Manhattan between East 47th and East 48th Streets. The Midtown Manhattan submarket totals 235.2 million square feet, of which 176 million is Class A, making it one of the largest office submarkets in Manhattan. o The 277 Park Avenue Borrower is generally required at its sole cost and expense to keep the 277 Park Avenue Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Stanley Stahl Management, Inc., a borrower related entity, and Colliers ABR, Inc. ("CABR") jointly manage the 277 Park Avenue Mortgaged Property. Stahl Real Estate Company, started over 50 years ago by Stanley Stahl, owns approximately 4 million square feet of office and 3,000 apartments in the New York area. CABR was founded in 1978 as a full service commercial real estate services firm and serves clients in the New York City, Westchester County, New Jersey, and Fairfield County markets, offering tenant and landlord services, brokerage, consulting, property management, project monitoring and market research. The parent company, Colliers, is a global real estate services firm with 248 offices located in 51 countries and employing approximately 9,000 people. Colliers has more than 660 million square feet under management. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The equity owner of the borrower, Park Avenue Mezz 1, LLC, incurred senior mezzanine debt from Bank of America, N.A. with an aggregate balance of $100,000,000 secured by pledges of equity interests in the 277 Park Avenue Borrower. The equity owners of the mezzanine borrower, PAMC Co-Manager Inc. and Park Avenue Financing Company, LLC, incurred junior mezzanine debt from Bank of America, N.A. with an aggregate balance of $100,000,000 secured by pledges of equity interests in the junior mezzanine borrower's equity interests in the senior mezzanine borrower. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- E-4 - -------------------------------------------------------------------------------- KINDERCARE PORTFOLIO - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS KINDERCARE PORTFOLIO - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL NOTE A-1 SENIOR COMPONENT PRINCIPAL BALANCE: $150,000,000 FIRST PAYMENT DATE: January 1, 2006 TERM/AMORTIZATION: 120/Planned MATURITY DATE: December 1, 2015 EXPECTED NOTE A-1 SENIOR COMPONENT MATURITY BALANCE: $129,225,000 BORROWING ENTITY: KC Propco, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout: 13 payments GRTR 1% PPMT or Yield Maintenance: 100 payments PARI PASSU DEBT: Open: 7 payments $150,000,000 Note A-2 and $150,000,000 Note A-3 EXISTING MEZZANINE DEBT: $50,000,000 senior mezzanine loan. SUBORDINATE COMPONENT: $200,000,000 portion (subordinate component) of Note A-1, included in the trust fund. UP-FRONT RESERVES: IMMEDIATE REPAIR RESERVE: $756,551 LETTERS OF CREDIT: TAXES: $5,542,841 REPLACEMENT RESERVES: $930,000 LOCKBOX: Hard - --------------------------------------------------------------- - ------------------------------------------------------------------------- FINANCIAL INFORMATION - ------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $650,000,000 NOTE A-1 CUT-OFF DATE BALANCE: $350,000,000 NOTE A-1 SENIOR COMPONENT CUT-OFF DATE BALANCE: $150,000,000 NOTE A-1 SUBORDINATE COMPONENT CUT-OFF DATE BALANCE: $200,000,000 NOTE A-2 CUT-OFF DATE BALANCE: $150,000,000 NOTE A-3 CUT-OFF DATE BALANCE: $150,000,000 SHADOW RATING (MOODY'S/S&P): A3/AAA WHOLE WHOLE LOAN LOAN (EXCLUDING (INCLUDING SUBORDINATE SUBORDINATE COMPONENT) COMPONENT) ------------ ------------ CUT-OFF DATE LTV: 40.9% 59.0% MATURITY DATE LTV: 35.2% 50.8% UNDERWRITTEN DSCR: 3.27x 2.15x MORTGAGE RATE(1): 5.123% 5.457% - ------------------------------------------------------------------------- (1) The interest rate was rounded to three decimal places and is subject to change (prior to pricing). - ------------------------------------------------------------------------- PROPERTY INFORMATION - ------------------------------------------------------------------------- PROPERTY TYPE: Other PROPERTY SUB TYPE: Child Development Centers LOCATION: Various YEAR BUILT OR YEAR OPENED: Various NET RENTABLE SQUARE FEET: 5,119,320 CUT-OFF BALANCE PSF: $88 T-12 UTILIZATION AS OF 10/01/2005(1): 58.6% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Greenstreet Realty Partners, L.P. U/W NET CASH FLOW: $90,800,000 APPRAISED VALUE: $1,101,357,835 - ------------------------------------------------------------------------- (1) Excludes three properties for which information was unavailable and three properties constructed in 2005. E-5 - -------------------------------------------------------------------------------- KINDERCARE PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- UNDERWRITTEN ---------------- Cash Flow (CF)(1)(2) ................................ $ 90,800,000 DSCR on CF(3) ...................................... 3.27x - -------------------------------------------------------------------------------- (1) The KinderCare Portfolio Borrower, KC Propco, LLC, receives an annual payment of $90,800,000 (via the "Master Lease") from the Knowledge Learning Corporation. (2) In addition, the underlying properties in the KinderCare Portfolio had a 12/31/04 EBITDA of $136,397,531 and a T12 10/01/05 EBITDA of $149,511,946. (3) Based on an aggregate principal of $450,000,000 (the KinderCare Portfolio Whole Loan Cut-off Date principal balance, excluding the Note A-1 subordinate component). - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The KinderCare Portfolio Whole Loan is a $650.0 million, ten-year fixed rate loan secured by a first mortgage on 713 children's learning centers located in 37 states. The KinderCare Whole Loan is represented by three pari passu promissory notes referred to as Note A-1 (which is the only note included in the trust fund), Note A-2 and Note A-3. The KinderCare Portfolio Mortgage Loan is represented by the senior component of the related Note A-1. Monthly debt service on the KinderCare Portfolio Senior Component Loan in the trust consists of interest plus fixed principal payments of $125,000 for the first 60 months and $225,000 for the last 60 months. Monthly debt service on the KinderCare Portfolio Whole Loan consists of interest plus fixed principal payments of $541,667 for the first 60 months and $975,000 for the last 60 months. THE BORROWER: o The KinderCare Portfolio Borrower is KC Propco, LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at least two independent directors for which the KinderCare Portfolio Borrower's legal counsel has delivered a non-consolidation opinion. o Equity ownership is held 100% by KC Mezco I LLC as the Member of the KinderCare Portfolio Borrower. Through a series of intermediate ownership levels, equity ownership of the KinderCare Portfolio Borrower is eventually held by KinderCare Learning Centers, Inc. and Knowledge Learning Corporation, the sponsor of the KinderCare Portfolio Mortgage Loan. The sponsor principals are Michael R. Milken, Lowell J. Milken and Steven J. Green. o The KinderCare Portfolio Borrower is generally required at its sole cost and expense to keep the KinderCare Portfolio Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. THE PROPERTY: o The KinderCare Portfolio Mortgaged Property consists of 713 children's learning centers totaling 5,119,320 net rentable square feet located in 37 states that are owned and operated by Knowledge Learning Corporation. THE COMPANY: o KinderCare Learning Centers, founded in 1969 and based in Portland, Oregon, is a leading provider of early childhood education and care to children between the ages of six weeks and 12 years. KinderCare Learning Centers operates 1,222 early childhood education and care centers, 10 before and after-school programs and 43 employer-sponsored child care centers located in 39 states, serving more than 115,000 children and employing approximately 24,000 people. o Knowledge Learning Corporation, founded in 1983 and based in Golden, Colorado, is a leading provider of early childhood education programs and services operating under several names, including Children's Discovery Centers, Knowledge Beginnings, Magic Years and Children's World. Knowledge Learning Corporation operates 721 early childhood education and child care centers, 646 before- and after-school programs and 80 employer-sponsored child care centers located in 33 states and Washington, D.C., serving more than 85,000 children and employing approximately 17,000 people. As of the 12-month period ended September 30, 2004, Knowledge Learning Corporation reported revenue of approximately $1.4 billion and net income of $15.0 million. - ------------------------------------------------------------------------------- E-6 - -------------------------------------------------------------------------------- KINDERCARE PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- o In January 2005, Knowledge Learning Corporation purchased KinderCare for approximately $550 million. The combined company operates 1,900 early childhood education and child care centers, 656 before-and-after school programs and 123 employer-sponsored child care centers located in 39 states and Washington, D.C., serving more than 200,000 children and employing approximately 41,000 people. PROPERTY MANAGEMENT: o Greenstreet Realty Partners L.P. is the property manager of the portfolio. MASTER LEASE: o The KinderCare Portfolio Borrower has entered into a 15-year bondable triple net lease ("Master Lease") for the individual properties with the Knowledge Learning Corporation. The Master Lease provides for the monthly payment of scheduled base rent increasing periodically over the loan term and standard pass-through expenses. The Master Lease allows the individual properties to remain in the operating company, Knowledge Learning Corporation, which makes market rental payments to The KinderCare Portfolio Borrower, KC Propco, LLC. Beginning in 2011 and 2016 the scheduled base rent shall increase every five lease years proportionate to any increases in the CPI during the prior five year period, not to exceed a 7% maximum increase. The Master Lease specifies the portion of the base scheduled rent allocated to each individual property. All scheduled Master Lease payments shall at all times during the loan term be made directly to a deposit account controlled by the mortgagee. RELEASE OF PROPERTY: o Provided that no event of default has occurred and is continuing, the KinderCare Portfolio Borrower may obtain the release of an individual property from the lien of the related mortgage and the release of the KinderCare Portfolio Borrower's obligations upon satisfying the following conditions including, without limitation, receipt by the mortgagee of a certified copy of an amendment to the Master Lease reflecting the deletion of the individual property to be released, which amendment shall reduce the rental obligations of KinderCare Learning Corporation thereunder by an amount equal to the rental obligation associated with the individual property that is to be released. The release price for each individual property shall be 115% of the allocated loan amount to a third party purchaser or the greater of 115% of the allocated loan amount and the then appraised value of such individual property to an affiliate of the KinderCare Portfolio Borrower. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The equity owner of the borrower, KC Mezco I LLC, incurred mezzanine debt from Bank of America, N.A. with an aggregate balance of $50,000,000 secured by pledges of equity interests in the KinderCare Portfolio Borrower. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not allowed. SUBORDINATE COMPONENT: o As will be set forth in more detail in the prospectus supplement, the holder of a designated class of certificates (the "Class KC Certificates") that is entitled to payments solely from the KinderCare Portfolio Mortgage Loan will be entitled in certain instances to exercise rights analogous to the rights of the Directing Certificateholder solely with respect to the KinderCare Portfolio Mortgage Loan. Such rights may include the review and/or approval of certain actions taken by the Master Servicer or the Special Servicer in connection with the KinderCare Portfolio Mortgage Loan. In addition, such holder may (but is not obliged to) purchase the KinderCare Portfolio Mortgage Loan, if the KinderCare Portfolio Mortgage Loan is then considered a "Defaulted Mortgage Loan" as more particularly described in the prospectus supplement, at a price generally equal to its (a) fair value as determined by the Special Servicer (or the Master Servicer or Trustee if the Special Servicer and the option holder are the same person or affiliated) or (b) unpaid principal balance, plus accrued and unpaid interest on such balance, all related unreimbursed advances (with interest if any), and all accrued special servicing fees and additional trust fund expenses, if the Special Servicer has not determined its fair value. - ------------------------------------------------------------------------------- E-7 - -------------------------------------------------------------------------------- INTOWN SUITES PORTFOLIO - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS INTOWN SUITES PORTFOLIO - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bear Stearns ORIGINAL PRINCIPAL BALANCE: $126,016,590 FIRST PAYMENT DATE: December 1, 2005 TERM/AMORTIZATION: 120/300 months MATURITY DATE: November 1, 2015 EXPECTED MATURITY BALANCE: $95,669,600 BORROWING ENTITY(1): Various INTEREST CALCULATION: Actual/360 CALL PROTECTION: GRTR1% PPMT or YM: 25 payments Defeasance: 91 payments Open: 4 payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes IMMEDIATE REPAIR RESERVE: $475,807 REPLACEMENT RESERVE: $163,134 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $163,134 LOCKBOX: Hard - --------------------------------------------------------------- (1) The loan is collateralized by forty properties and the borrower is comprised of forty separate single purpose entities. - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $125,815,376 CUT-OFF DATE LTV: 59.1% MATURITY DATE LTV: 44.9% UNDERWRITTEN DSCR: 1.97x MORTGAGE RATE(1): 5.336% - --------------------------------------------------------------- (1) Interest rate rounded to three decimal places. - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Hotel PROPERTY SUB TYPE: Extended Stay LOCATION: Various YEAR BUILT/RENOVATED: Various NUMBER OF KEYS: 5,073 CUT-OFF BALANCE PER KEY: $24,801 OCCUPANCY AS OF 10/31/2005: 87.2% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: InTown Suites Management, Inc. U/W NET CASH FLOW: $17,999,197 APPRAISED VALUE: $212,900,000 - --------------------------------------------------------------- E-8 - -------------------------------------------------------------------------------- INTOWN SUITES PORTFOLIO - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION -- PORTFOLIO LEVEL - ----------------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR TRAILING 12 (12/31/2003) (12/31/2004) (10/31/2005) UNDERWRITTEN ---------------- ---------------- ---------------- ---------------- Effective Gross Income ............. $35,614,605 $36,452,690 $40,634,285 $41,053,483 Total Expenses ..................... $16,551,829 $16,836,498 $18,966,613 $21,001,612 Net Operating Income (NOI) ......... $19,062,776 $19,616,192 $21,667,672 $20,051,871 Cash Flow (CF) ..................... $17,282,046 $17,793,557 $19,635,958 $17,999,197 DSCR on NOI ........................ 2.09x 2.15x 2.37x 2.19x DSCR on CF ......................... 1.89x 1.95x 2.15x 1.97x - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- PORTFOLIO OPERATING STATISTICS - ----------------------------------------------------------------------------------------------------------------- TRAILING 12 2003 2004 (10/31/2005) UNDERWRITTEN ------------ ------------ -------------- ------------- Average Weekly Rate (AWR) ......... $161.76 $167.43 $173.21 $177.26 Average Daily Rate (ADR) .......... $ 23.11 $ 23.92 $ 24.74 $ 25.32 Occupancy ......................... 82.0% 81.0% 87.2% 86.1% Weekly RevPAR ..................... $132.64 $135.57 $151.01 $152.66 Daily RevPAR ...................... $ 18.95 $ 19.37 $ 21.57 $ 21.81 - ----------------------------------------------------------------------------------------------------------------- E-9 - -------------------------------------------------------------------------------- INTOWN SUITES PORTFOLIO - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- % OF TOTAL PORTFOLIO ALLOCATED CUT-OFF (BY ALLOCATED CUT-OFF PROPERTY NAME LOCATION YEAR BUILT KEYS LOAN BALANCE ($) LOAN BALANCE) - ----------------------------- -------------------- ------------ -------- ------------------- ---------------------- Perdue Springs ............. Chester, VA 2001 120 $ 5,751,102 4.6% Roosevelt Blvd ............. Clearwater, FL 2001 121 4,670,281 3.7 Beach Road ................. Jacksonville, FL 2000 121 4,601,581 3.7 Highway 17 ................. Charleston, SC 1998 121 4,368,843 3.5 Chandler Blvd .............. Phoenix, AZ 2001 121 4,202,619 3.3 Coon Rapids ................ Coon Rapids, MN 1999 135 4,139,989 3.3 Salt Lake South ............ Salt Lake City, UT 1999 136 4,068,393 3.2 Sheridan ................... Sheridan, CO 2000 135 3,983,998 3.2 Two Notch .................. Columbia, SC 1997 121 3,659,667 2.9 Indianapolis North ......... Indianapolis, IN 2001 121 3,636,864 2.9 Highway 2252 ............... San Antonio, TX 2001 121 3,620,620 2.9 Ina Road ................... Tucson, AZ 2001 121 3,548,804 2.8 Orlando North .............. Orlando, FL 1997 137 3,488,191 2.8 Albuquerque ................ Albuquerque, NM 1999 135 3,294,731 2.6 Culebra Rd ................. San Antonio, TX 2001 121 3,255,484 2.6 Brook Hollow ............... Dallas, TX 1999 134 3,209,557 2.6 O'Hare ..................... Elk Grove, IL 1998 125 3,173,585 2.5 Nashville North ............ Hendersonville, TN 1997 121 3,134,218 2.5 Bell Road .................. Nashville, TN 1998 121 3,082,910 2.5 Highway 121 ................ Lewisville, TX 1998 121 3,038,031 2.4 Birmingham North ........... Birmingham, AL 1998 137 3,012,283 2.4 Hurstbourne ................ Louisville, KY 2000 121 2,977,937 2.4 Dublin ..................... Columbus, OH 1998 127 2,961,504 2.4 Rolling Creek .............. Houston, TX 1998 137 2,883,359 2.3 Kieth Harrow ............... Houston, TX 2000 121 2,816,306 2.2 Bandera Road ............... Leon Valley, TX 2000 121 2,797,226 2.2 Perrin Beitel .............. San Antonio, TX 1998 138 2,751,739 2.2 Oak Village ................ Arlington, TX 1997 132 2,723,175 2.2 Woods Cross ................ Woods Cross, UT 2001 121 2,711,024 2.2 Highway 290 ................ Houston, TX 1999 132 2,644,710 2.1 Jana Lane .................. Pasadena, TX 2000 121 2,533,229 2.0 North Dallas ............... North Dallas, TX 1998 121 2,364,598 1.9 Albermarle Road ............ Charlotte, NC 1998 121 2,283,308 1.8 Highway 6 .................. Houston, TX 1998 121 2,257,390 1.8 Knoxville .................. Knoxville, TN 1996 132 2,209,377 1.8 Carrollton ................. Carrollton, TX 1998 138 2,113,350 1.7 Webster .................... Webster, TX 1998 132 2,043,911 1.6 Six Flags .................. Arlington, TX 1998 132 2,002,977 1.6 El Paso .................... El Paso, TX 1998 138 1,946,896 1.5 Arlington .................. Arlington, TX 1998 121 1,851,609 1.5 --- ------------ ----- TOTAL ...................... 5,073 $125,815,376 100.0% - ----------------------------------------------------------------------------------------------------------------------------- E-10 - -------------------------------------------------------------------------------- INTOWN SUITES PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The InTown Suites Portfolio Mortgage Loan is a $126.0 million, 120-month fixed rate loan secured by a first mortgage on forty, cross-collateralized, cross-defaulted, extended-stay hotel properties located in 16 states totaling 5,073 rooms. The InTown Suites Portfolio Mortgage Loan bears interest at an annual interest rate, rounded to three decimal places, of 5.336%. The loan amortizes based on a 300-month schedule and matures on November 1, 2015. THE BORROWER: o The InTown Suites Portfolio Borrower is comprised of 40 separate single purpose entities. The sponsor of the InTown Suites Portfolio Mortgage Loan is InTown Suites Management, Inc. which is 100% owned and controlled by a subsidiary of LF Strategic Realty Investors II L.P., a private equity fund whose general partner is Lazard Freres Real Estate Investors L.L.C. o Lazard Freres Real Estate Investors L.L.C. has acted as general partner for four discretionary real estate funds that have invested nearly $3.0 billion of equity capital since 1994 in a variety of debt and equity real estate investments and operating companies. InTown Suites Management, Inc., founded in 1989 and headquartered in Atlanta, Georgia, is the largest owner/operator of economy extended-stay hotels in the United States. InTown Suites Management, Inc. operates a total of 120 extended-stay hotels totaling 15,716 rooms across 21 states. THE PROPERTIES: o The portfolio consists of 40 individual extended stay hotel properties totaling 5,073 rooms located across 16 states and 25 separate Metropolitan Statistical Areas. The typical InTown Suites Portfolio Mortgaged Property is a three-story building with 121 guest rooms, a front office, and a guest laundry facility. The average age of hotels in the InTown Suites Portfolio is six years and approximately 27% of the properties consist of interior corridor buildings. o Typical guestrooms are approximately 275 to 300 square feet in size with various amenities including Full/Queen/King size beds, fold-out couch, a kitchen with stove-top, microwave oven, full size refrigerators, a dining area, cable television and internet access, weekly housekeeping and guest laundry facilities. o Average length of stay is approximately 161 nights. Rooms are typically rented on a weekly basis with approximately 64% of guests staying greater than 30 days. PROPERTY MANAGEMENT: o InTown Suites Management, Inc., an affiliate of the borrower, manages the InTown Suites Portfolio Mortgaged Properties. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE PARI PASSU, MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Mezzanine debt is permitted subject to the satisfaction of certain conditions, including confirmation of no downgrade from the rating agencies, a maximum combined loan-to-value ratio of no greater than 80% and a combined debt service coverage ratio not less than 1.20x. - ------------------------------------------------------------------------------- E-11 - ------------------------------------------------------------------------------- SUMMIT AT WARNER CENTER - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SUMMIT AT WARNER CENTER - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $120,000,000 FIRST PAYMENT DATE: December 1, 2005 TERM/AMORTIZATION: 60/0 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: November 1, 2010 EXPECTED MATURITY BALANCE: $120,000,000 BORROWING ENTITY: Warner Center Summit, Ltd. INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 57 payments Open: 3 payments UP-FRONT RESERVES: TAX RESERVE: Yes ONGOING MONTHLY RESERVES: TAX RESERVE: Yes REPLACEMENT RESERVE: $21,090 LOCKBOX: Soft - --------------------------------------------------------------- - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $120,000,000 CUT-OFF DATE LTV: 57.1% MATURITY DATE LTV: 57.1% UNDERWRITTEN DSCR: 2.04x MORTGAGE RATE: 4.900% - --------------------------------------------------------------- - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Multifamily PROPERTY SUB TYPE: Garden LOCATION: Woodland Hills, California YEAR BUILT/RENOVATED: 1990/NAP NUMBER OF UNITS: 760 CUT-OFF BALANCE PER UNIT: $157,895 OCCUPANCY AS OF 09/18/2005: 96.5% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Con Am Management Corporation U/W NET CASH FLOW: $12,164,152 APPRAISED VALUE: $210,000,000 - --------------------------------------------------------------- E-12 - -------------------------------------------------------------------------------- SUMMIT AT WARNER CENTER - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ----------------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR TRAILING 12 (12/31/2003) (12/31/2004) (07/31/2005) UNDERWRITTEN ---------------- ---------------- ---------------- ---------------- Effective Gross Income ............. $16,773,292 $16,936,677 $17,461,434 $17,320,325 Total Expenses ..................... $ 4,306,247 $ 4,498,579 $ 4,605,456 $ 4,903,092 Net Operating Income (NOI) ......... $12,467,046 $12,438,098 $12,855,978 $12,417,232 Cash Flow (CF) ..................... $11,723,935 $11,456,789 $11,776,806 $12,164,152 DSCR on NOI ........................ 2.09x 2.09x 2.16x 2.08x DSCR on CF ......................... 1.97x 1.92x 1.98x 2.04x - ----------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 BEDROOM 3 BEDROOM ----------- ---------- Number of Units ................................ 630 130 Average Rent ................................... $1,890 $2,467 Average Unit Size (SF) ......................... 1,171 1,430 - -------------------------------------------------------------------------------- E-13 - -------------------------------------------------------------------------------- SUMMIT AT WARNER CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Summit at Warner Center Mortgage Loan is a $120 million, five-year fixed rate loan secured by a first mortgage on a garden style apartment complex located in Woodland Hills, Los Angeles County, California. The Summit at Warner Center Loan is interest only for the entire loan term, matures on November 1, 2010, and accrues interest at an annual rate of 4.900%. THE BORROWER: o The Summit at Warner Center Borrower is Warner Center Summit, Ltd., a California limited partnership and a single purpose bankruptcy remote entity with at least two independent directors for which the Summit at Warner Center Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 0.5% by each of Geoffrey H. Palmer and Summit Warner Center Apartments, LLC, a Delaware limited liability company, as the general partners of the Summit at Warner Center Borrower and 99% by Palmer-Warner Center, Ltd., a California limited partnership, as the limited partner of the Summit at Warner Center Borrower. The borrower principal is Geoffrey H. Palmer. o Geoffrey H. Palmer has been active in developing multifamily properties since 1975. G.H. Palmer Associates currently owns a multifamily portfolio of more than 7,800 units located throughout southern California with an estimated net worth of over $1 billion. THE PROPERTY: o The Summit at Warner Center Mortgaged Property consists of a fee simple interest in a 760-unit, garden style apartment complex and situated on 41.96 acres. The unit mix at the property consists of the following: 60 two bedroom/two bathroom units, 510 two bedroom/two and a half bathroom townhouse units, 60 two bedroom/two bathroom loft units and 130 three bedroom/three bathroom townhouse units. The Summit at Warner Center Mortgaged Property consists of 95 three-story buildings and was constructed in 1990. o Each unit is equipped with a standard kitchen package consisting of a refrigerator, range/oven, dishwasher, disposal, trash compactor and microwave. Other unit amenities include full-size washer/dryers, vaulted ceilings, skylights, fireplaces, patios/balconies, a one-car garage for each unit and extra storage in the garage. Each unit is wired for cable television. o The property is a gated-access community including a clubhouse with leasing office and kitchen, two fitness centers, conference room, four pools with spa, sauna, five tennis courts, basketball court, volleyball court, putting green, playgrounds and a picnic area with BBQ. There are 1,520 garage parking spaces (2 per unit) and 380 surface parking spaces for a total of 1,900 spaces, resulting in a parking ratio of 2.5 spaces per unit. o The Summit at Warner Center Mortgaged Property is located in southern California, approximately 25 miles northwest of downtown Los Angeles. The Los Angeles multifamily market contains approximately 742,000 units with an overall occupancy of 96.7%. The Woodland Hills apartment submarket contains approximately 15,000 units with an overall occupancy of 95.6%. o The Summit at Warner Center Borrower is generally required at its sole cost and expense to keep the Summit at Warner Center Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o The property is managed by Con Am Management Corporation. Con Am Management Corporation is a full service real estate management company and a subsidiary of The Con Am Group of Companies that was founded in 1975 and is headquartered in San Diego, California. Con Am Management Corporation currently manages a real estate portfolio consisting of approximately 45,000 multifamily units, which is valued at more than $2 billion. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. - ------------------------------------------------------------------------------- E-14 - -------------------------------------------------------------------------------- SUMMIT AT WARNER CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Summit at Warner Center Borrower is permitted to incur mezzanine financing on a one-time basis only upon the satisfaction of the following terms and conditions including, without limitation, (a) no event of default has occurred and is continuing; (b) execution by the mezzanine lender of a subordination and intercreditor agreement reasonably satisfactory to the mortgagee; (c) the amount of such mezzanine loan will not exceed an amount which, when added to the outstanding principal balance of the loan results in a maximum loan-to-value ratio (based on a then current appraisal reasonably acceptable to the mortgagee) greater than 70% and a minimum debt service coverage ratio less than 1.15x based on a constant of 9.25% and underwritten net income; (d) the mezzanine loan will be secured by an equity pledge encumbering direct and indirect ownership interests in the Summit at Warner Center Borrower (and will not be secured by any other collateral); (e) the mezzanine loan the mortgagee will at all times comply with standard rating agency criteria for a qualified mezzanine lender; (f) the mortgagee will receive confirmation from the rating agencies that such mezzanine financing will not result in a downgrade, withdrawal or qualification of any ratings issued, or to be issued, in connection with a securitization involving the Summit at Warner Center Mortgage Loan; (g) the loan term of the permitted mezzanine financing will be co-terminus with or no longer than the term of the Summit at Warner Center Mortgage Loan; and (h) the proceeds from the permitted mezzanine financing will be used to make capital contributions to the Summit at Warner Center Borrower for the purpose of funding operations and/or capital expenditures at the Summit at Warner Center Mortgaged Property. - ------------------------------------------------------------------------------- E-15 - -------------------------------------------------------------------------------- BURNETT PLAZA - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS BURNETT PLAZA - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $114,200,000 FIRST PAYMENT DATE: May 1, 2005 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 36 months MATURITY DATE: April 1, 2015 EXPECTED MATURITY BALANCE: $101,296,834 BORROWING ENTITY: Burnett Plaza Associates, L.P. INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 117 payments Open: 3 payments LOCKBOX: Hard - --------------------------------------------------------------- - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $114,200,000 CUT-OFF DATE LTV: 79.9% MATURITY DATE LTV: 70.8% UNDERWRITTEN DSCR: 1.52x MORTGAGE RATE(1): 5.016% - --------------------------------------------------------------- (1) Interest rate rounded to three decimal places. - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: Central Business District LOCATION: Fort Worth, Texas YEAR BUILT/RENOVATED: 1983/NAP NET RENTABLE SQUARE FEET: 1,028,027 CUT-OFF BALANCE PSF: $111 OCCUPANCY AS OF 09/30/2005: 95.7% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Prentiss Properties Management, LP U/W NET CASH FLOW: $11,192,086 APPRAISED VALUE: $143,000,000 - --------------------------------------------------------------- E-16 - -------------------------------------------------------------------------------- BURNETT PLAZA - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ----------------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR FULL YEAR (12/31/2002) (12/31/2003) (12/31/2004) UNDERWRITTEN ---------------- ---------------- ---------------- ---------------- Effective Gross Income .............. $21,762,490 $22,029,762 $23,230,555 $23,225,367 Total Expenses ...................... $ 9,360,710 $ 9,024,808 $10,398,191 $10,656,041 Net Operating Income (NOI) .......... $12,401,780 $13,004,953 $12,832,364 $12,569,326 Cash Flow (CF) ...................... $12,401,780 $13,004,953 $12,832,364 $11,192,086 DSCR on NOI ......................... 1.68x 1.76x 1.74x 1.71x DSCR on CF .......................... 1.68x 1.76x 1.74x 1.52x - ----------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - --------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- ----------- AmeriCredit Financial ................ B1/BB- 238,303 23.2% $18.48 $ 4,403,387 22.8% 05/31/2011 Burlington Resources ................. A3/BBB+ 198,539 19.3 $21.49 4,265,841 22.1 06/30/2013 HUD .................................. Aaa/AAA 102,418 10.0 $18.80 1,925,458 10.0 09/30/2013 Practitioners Publishing Company ..... A3/A- 81,516 7.9 $17.75 1,446,909 7.5 05/31/2011 ------- ---- ----------- ---- TOTAL ................................ 620,776 60.4% $12,041,595 62.4% - ------------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % of Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ----------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ----------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ------------ ---------- ------------ --------------- ------------- 2005 .............. 7 3,565 0.3% 3,565 0.3% $ 104,767 2006 .............. 2 3,340 0.3 6,905 0.7% $ 85,979 2007 .............. 9 65,844 6.4 72,749 7.1% $1,286,985 2008 .............. 19 41,524 4.0 114,273 11.1% $ 703,620 2009 .............. 10 44,330 4.3 158,603 15.4% $ 831,948 2010 .............. 13 108,040 10.5 266,643 25.9% $1,910,122 2011 .............. 21 393,066 38.2 659,709 64.2% $6,966,698 2013 .............. 19 318,727 31.0 978,436 95.2% $6,519,830 Vacant ............ - 49,591 4.8 1,028,027 100.0% $ 888,093 --- ------- ----- TOTAL ............. 100 1,028,027 100.0% - ----------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. E-17 - -------------------------------------------------------------------------------- BURNETT PLAZA - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The four largest tenants, representing 60.4% of the total net rentable square feet, are: o AMERICREDIT FINANCIAL ("AFSI") (rated "B1" by Moody's and "BB-" by S&P) leases a total of 238,303 square feet (23.2% of square feet, 22.8% of rental income) under a 12-year lease expiring on May 31, 2011. AFSI is a wholly owned subsidiary of AmeriCredit Corporation, a leading independent auto finance company that serves customers who have limited access to traditional automobile financing. AmeriCredit Corporation and its subsidiaries operate 89 branch offices located in 31 states and work with approximately 12,300 franchised automobile dealers across North America. AmeriCredit Corporation has approximately one million customers and $11 billion in managed auto loan receivables. As of the fiscal year ended June 30, 2005, AmeriCredit Corporation reported revenue of approximately $1.5 billion, net income of $285.9 million and stockholder equity of $2.1 billion. o BURLINGTON RESOURCES (rated "A3" by Moody's and "BBB+" by S&P) occupies 198,539 square feet (19.3% of square feet, 22.1% of rental income) under a 30-year lease expiring on June 30, 2013. Burlington Resources is a holding company that is engaged in the exploration, development, production and marketing of crude oil and natural gas in North America, Canada and other countries. As of the fiscal year ended December 31, 2004, Burlington Resources reported revenue of approximately $5.6 billion, net income of $1.5 billion and stockholder equity of $7.0 billion. o DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ("HUD") (rated "Aaa" by Moody's and "AAA" by S&P) occupies 102,418 square feet (10.0% of square feet, 10.0% of rental income) under a 14-year lease expiring on September 30, 2013. HUD is the nation's housing agency committed to increasing national homeownership opportunities. In addition to expanding home ownership, HUD's mission is to provide capital and resources to improve economic conditions in distressed communities, enforce the nation's fair housing laws and increase access to affordable rental housing. o PRACTITIONERS PUBLISHING COMPANY ("PPC") (not rated) occupies 81,516 square feet (7.9% of square feet, 7.5% of rental income) under a ten-year lease expiring on May 31, 2011. There are two five-year options to renew the lease. PPC provides on-line and traditional publications to tax and accounting professionals. PPC is a subsidiary of The Thomson Corporation (rated "A3" by Moody's and "A-" by S&P), a global provider of integrated information solutions to business and professional clients. As of the fiscal year ended December 31, 2004, The Thomson Corporation reported revenue of approximately $8.1 billion, net income of $1.0 billion and stockholder equity of $9.5 billion. - ------------------------------------------------------------------------------- E-18 - -------------------------------------------------------------------------------- BURNETT PLAZA - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Burnett Plaza Mortgage Loan is a $114.2 million, ten-year fixed rate loan secured by a first mortgage on an office building located in Fort Worth, Tarrant County, Texas. The Burnett Plaza Mortgage Loan is interest only for the first three years of the loan term, matures on April 1, 2015, and accrues interest at an annual rate, rounded to three decimal places, of 5.016%. THE BORROWER: o The Burnett Plaza Borrower is Burnett Plaza Associates, L.P., a Delaware limited partnership and a single purpose bankruptcy remote entity for which the Burnett Plaza Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 0.1% by Burnett Plaza Associates GP, LLC, a Delaware limited liability company, as the general partner and 99.9% by Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership, as the limited partner. Prentiss Properties Acquisition Partners, L.P. is an affiliate of Prentiss Properties Trust, a Maryland Real Estate Investment Trust. o Prentiss Properties Trust ("Prentiss") (NYSE: "PP"), a real estate investment trust, engages in the acquisition, ownership, management, leasing and development of office and industrial properties. Prentiss also provides administrative services, such as accounting, tax and legal, as well as management and maintenance services. Founded in 1987 and headquartered in Dallas, Texas, Prentiss owns properties in California, Texas, Illinois, Colorado and Washington, D.C. As of December 31, 2004, Prentiss owned interest in a portfolio of 133 office and suburban industrial properties totaling approximately 18.4 million square feet. As of the fiscal year ended December 31, 2004, Prentiss reported revenue of approximately $370.7 million, net income of $62.4 million and stockholder equity of $943.6 million. It is anticipated that Prentiss will be acquired by Brandywine Realty Trust and that Brandywine Realty Trust will transfer the Burnett Plaza Mortgaged Property to Behringer Harvard Funds, which would assume the Burnett Plaza Mortgage Loan. THE PROPERTY: o The Burnett Plaza Mortgaged Property consists of a fee simple interest in a Class "A" office building built in 1983. The improvements, situated on two non-contiguous parcels totaling 2.20 acres, consist of a 40-story office building totaling 1,028,027 net rentable square feet and an nine-story concrete parking garage containing 1,205 parking spaces. o The Burnett Plaza Mortgaged Property is located in the central business district of Fort Worth, Texas, approximately 32 miles west of Dallas, Texas. This central business district is the largest of seven submarkets in the Fort Worth area and contains 12.5 million square feet, of which 5.6 million square feet is considered to be Class "A". The Burnett Plaza Mortgaged Property is located within 1 mile of Interstates 35 and 30, the major north/south and east/west thoroughfares to the region. o The Burnett Plaza Borrower is generally required at its sole cost and expense to keep the Burnett Plaza Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Prentiss Properties Management, L.P. manages the Burnett Plaza Mortgaged Property. Prentiss Properties Management, L.P., a borrower related entity, currently manages 133 office and industrial properties totaling approximately 18.4 million square feet located throughout the United States, with ten properties totaling approximately 4.9 million square feet located in the immediate market area. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Burnett Plaza Borrower is permitted to incur mezzanine financing upon the satisfaction of the following terms and conditions including, without limitation (i) a qualified financial institution originates and at all times holds the permitted mezzanine loan; (ii) the permitted mezzanine loan is secured solely by a pledge of the permitted borrower's equity interests in the Burnett Plaza Borrower; (iii) the mezzanine lender extending the mezzanine financing executes a subordination and intercreditor agreement satisfactory to the mortgagee; (iv) the aggregate principal amount of such mezzanine financing will not exceed an amount which, when combined with the outstanding principal balance of the Burnett Plaza Mortgage Loan, will result in an loan-to-value ratio greater than 75% or in a debt service coverage ratio less than 1.05x, each as determined by the mortgagee based upon its standard underwriting criteria; and (v) the mortgagee will receive confirmation from the rating agencies that such mezzanine financing will not result in a downgrade, withdrawal or qualification of any ratings issued, or to be issued, in connection with a securitization involving the Burnett Plaza Mortgage Loan. - ------------------------------------------------------------------------------- E-19 - -------------------------------------------------------------------------------- PARAMUS PARK MALL - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS PARAMUS PARK MALL - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $110,000,000 FIRST PAYMENT DATE: November 1, 2005 TERM/AMORTIZATION: 120/360 months MATURITY DATE: October 1, 2015 EXPECTED MATURITY BALANCE: $90,241,616 BORROWING ENTITY: Paramus Park Shopping Center Limited Partnership INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 114 payments Open: 6 payments LOCKBOX: Hard - --------------------------------------------------------------- - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $109,743,317 SHADOW RATING (MOODY'S/S&P): Baa3/BBB+ CUT-OFF DATE LTV: 58.7% MATURITY DATE LTV: 48.3% UNDERWRITTEN DSCR: 1.82x MORTGAGE RATE: 4.864% - --------------------------------------------------------------- - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Retail PROPERTY SUB TYPE: Anchored LOCATION: Paramus, New Jersey YEAR BUILT/RENOVATED: 1974/2001 NET RENTABLE SQUARE FEET: 312,198 CUT-OFF BALANCE PSF: $352 OCCUPANCY AS OF 09/16/2005: 96.2% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: General Growth Properties, Inc. U/W NET CASH FLOW: $12,711,802 APPRAISED VALUE: $187,000,000 - --------------------------------------------------------------- E-20 - -------------------------------------------------------------------------------- PARAMUS PARK MALL - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR TRAILING 12 (12/31/2003) (12/31/2004) (06/30/2005) UNDERWRITTEN ---------------- ---------------- ---------------- ---------------- Effective Gross Income ............. $21,572,222 $21,925,868 $21,714,774 $22,118,312 Total Expenses ..................... $ 8,276,999 $ 8,298,235 $ 8,399,778 $ 8,887,019 Net Operating Income (NOI) ......... $13,295,223 $13,627,633 $13,314,996 $13,231,293 Cash Flow (CF) ..................... $10,896,029 $12,589,825 $13,314,996 $12,711,802 DSCR on NOI ........................ 1.91x 1.95x 1.91x 1.90x DSCR on CF ......................... 1.56x 1.80x 1.91x 1.82x - --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------ TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------------ RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - --------------------------- ------------- ----------- ---------- ----------- ------------- ------------- ----------- Foot Locker .............. Ba2/BB+ 19,734 6.3% $25.00 $ 493,350 4.4% 01/31/2009 Old Navy ................. Baa3/BBB- 16,000 5.1 $15.00 240,000 2.1 07/31/2010 Gap-Gap Kids-Baby Gap..... Baa3/BBB- 14,338 4.6 $57.36 822,428 7.3 05/31/2009 ------ ---- ---------- ---- TOTAL .................... 50,072 16.0% $1,555,778 13.7% - ------------------------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % of Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ------------------------------------------------------------------------------------------------------------------ LEASE ROLLOVER SCHEDULE(1) - ------------------------------------------------------------------------------------------------------------------ # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ---------- ---------- ------------ --------------- ------------- 2005 .............. 1 1,308 0.4% 1,308 0.4% $ 36,624 2006 .............. 13 33,179 10.6 34,487 11.0% $1,181,184 2007 .............. 14 15,020 4.8 49,507 15.9% $ 906,547 2008 .............. 13 24,063 7.7 73,570 23.6% $1,195,576 2009 .............. 11 57,474 18.4 131,044 42.0% $2,139,787 2010 .............. 15 62,714 20.1 193,758 62.1% $1,908,768 2011 .............. 7 14,834 4.8 208,592 66.8% $ 559,383 2012 .............. 12 25,551 8.2 234,143 75.0% $1,011,302 2013 .............. 7 27,284 8.7 261,427 83.7% $ 815,609 2014 .............. 4 9,316 3.0 270,743 86.7% $ 288,236 2015 .............. 7 23,211 7.4 293,954 94.2% $ 715,349 2016 .............. 2 9,192 2.9 303,146 97.1% $ 221,660 MTM ............... 2 3,703 1.2 306,849 98.3% $ 93,176 Vacant ............ - 5,349 1.7 312,198 100.0% $ 267,450 --- ------ ----- TOTAL ............. 108 312,198 100.0% - ------------------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll. E-21 - -------------------------------------------------------------------------------- PARAMUS PARK MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The three largest tenants, representing 16.0% of the total net rentable square feet, are: o FOOT LOCKER (rated "Ba2" by Moody's and "BB+" by S&P) occupies 19,734 square feet (6.3% of square feet, 4.4% of rental income) under a ten-year lease expiring on January 31, 2009. The rental rate per square foot of $25.00 remains constant during the remaining initial lease term. Foot Locker is also required to pay percentage rent equal to the amount by which 6% of sales exceeds $417 per square foot. Foot Locker together with its subsidiaries, operates as the retailer of athletic footwear and apparel. Foot Locker operates through two segments: Athletic Stores and Direct-to-Customers. The Athletic Stores segment features athletic footwear, apparel, and accessories under various brand names for running, basketball, hiking, tennis, aerobics, fitness, baseball, football and soccer. The Direct-to-Customers segment reflects Footlocker.com, Inc., which sells footwear, apparel, equipment and team licensed private-label merchandise to customers through catalogs and the internet. Foot Locker operates 3,967 primarily mall-based stores in the United States, Canada, Europe and the Asia Pacific region. Foot Locker employs approximately 16,500 people. As of the fiscal year ended January 29, 2005, Foot Locker reported revenue of approximately $5.4 billion, net income of $293.0 million and stockholder equity of $1.8 billion. o OLD NAVY (rated "Baa3" by Moody's and "BBB-" by S&P) occupies 16,000 square feet (5.1% of square feet, 2.1% of rental income) under a 12-year lease expiring on July 31, 2010. The current rental rate per square foot of $15.00 increases to $18.00 on August 1, 2006. Old Navy is also required to pay percentage rent equal to the amount by which 2% of sales exceeds $750 per square foot, increasing to $900 per square foot on August 1, 2006. Old Navy sells retail clothing and accessories. Old Navy operates 889 stores in the United States and Canada. Old Navy is an operating division of The Gap Inc. o GAP/GAP KIDS/BABY GAP ("The Gap") (rated "Baa3" by Moody's and "BBB-" by S&P) occupies 14,338 square feet (4.6% of square feet, 7.3% of rental income) under a seven-year lease expiring on May 31, 2009. The current rental rate per square foot of $57.36 increases annually by 1.5%. There is one eight-year option to renew the lease with the rental rate per square foot increasing annually by 1.5%. The Gap is also required to pay percentage rent equal to the amount by which 6% of sales exceeds $900 per square foot. The Gap is a global specialty retailer selling casual apparel, accessories and personal care products for men, women and children under The Gap, Banana Republic, Old Navy, and Forth & Towne brand names. The Gap operates 3,050 stores in the United States, Canada, United Kingdom, France and Japan and employs approximately 152,000 people. As of the fiscal year ended January 29, 2005, The Gap reported revenue of approximately $16.3 billion, net income of $1.2 billion and stockholder equity of $4.9 billion. - ------------------------------------------------------------------------------- E-22 - -------------------------------------------------------------------------------- PARAMUS PARK MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Paramus Park Mall Mortgage Loan is a $110.0 million, ten-year fixed rate loan secured by a first mortgage on an enclosed regional mall located in Paramus, Bergen County, New Jersey. The Paramus Park Mall Mortgage Loan matures on October 1, 2015 and accrues interest at an annual rate of 4.864%. THE BORROWER: o The Paramus Park Mall Borrower is Paramus Park Shopping Center Limited Partnership, a New Jersey limited partnership and single purpose bankruptcy remote entity with at least two independent directors for which the Paramus Park Mall Borrower's counsel has delivered a non-consolidation opinion. Equity ownership is held 1% by Paramus Park, Inc., a Maryland corporation, as the general partner of the Paramus Park Mall Borrower, 49.75% by Hexalon Real Estate, Inc., a Delaware corporation, and 49.25% by Paramus Equities, Inc., a Texas corporation. Through a series of intermediate ownership levels, equity ownership is eventually held by General Growth Properties, Inc., a Delaware corporation and the sponsor of the Paramus Park Mall Mortgage Loan. o Founded in 1954, General Growth Properties, Inc. (NYSE: "GGP"), a publicly traded real estate investment trust, is primarily engaged in the ownership, operation, management, leasing, acquisition, development and expansion of regional malls and community shopping centers located in the United States. General Growth Properties, Inc. is the second largest owner/operator and the largest third party property manager of regional malls in the country. General Growth Properties, Inc., either directly or indirectly through limited partnerships and subsidiaries, owns and/or manages more than 200 retail properties located in 44 states containing approximately 200 million square feet and housing 24,000 tenants, numbers that continue to grow through development, expansion and acquisition. As of the fiscal year ended December 31, 2004, General Growth Properties, Inc. reported revenue of approximately $1.8 billion, net income of $267.9 million and stockholder equity of $2.1 billion. THE PROPERTY: o The Paramus Park Mall Mortgaged Property consists of a fee simple interest in a one and two-story regional mall built in 1974 and most recently renovated in 2001. The mall is anchored by Macy's and Sears, both of which are separately owned, non-collateral shadow anchor tenants. The collateral improvements consist of the in-line portion of the mall containing 312,198 gross leasable square feet and situated on 33.5 acres. The improvements are currently occupied by more than 100 tenants ranging in size from 60 (kiosk) to 19,734 square feet. Tenants in excess of 5,000 square feet include Foot Locker, Old Navy, The Gap, Fortunoff, Abercrombie & Fitch, Express Women's, H&M, The Disney Store, Charlotte Russe, Lane Bryant, The Avenue, Waldenbooks, Victoria's Secret, Ann Taylor Loft, New York & Company, Hollister Co., Hallmark and Pacific Grill. o The Paramus Park Mall Mortgaged Property is located in Northern New Jersey approximately 20 miles northwest of New York City. The market is considered to be one of the most densely populated retail markets in the United States containing approximately 18.7 million square feet. o The Paramus Park Mall Borrower is generally required at its sole cost and expense to keep the Paramus Park Mall Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o General Growth Management, Inc. manages the Paramus Park Mall Mortgaged Property. General Growth Management, Inc., founded in 1954 and headquartered in Chicago, IL currently manages more than 200 retail properties located in 44 states containing approximately 200 million square feet and housing 24,000 tenants. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. - ------------------------------------------------------------------------------- E-23 - -------------------------------------------------------------------------------- PARAMUS PARK MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Paramus Park Mall Borrower is permitted to incur mezzanine financing only upon the satisfaction of the following terms and conditions including, without limitation, (a) no event of default has occurred and is continuing; (b) a permitted mezzanine lender originates such mezzanine financing; (c) the mezzanine lender will have executed an intercreditor agreement in form and substance acceptable to the rating agencies and reasonably satisfactory to the mortgagee; (d) the amount of such mezzanine loan will not exceed an amount which, when added to the outstanding principal balance of the Paramus Park Mall Mortgage Loan, results in a maximum loan-to-value ratio (based on a then current appraisal reasonably acceptable to the mortgagee) greater than 75% and a minimum debt service coverage ratio less than 1.25x (on an actual basis); (e) the mezzanine loan will be secured by an equity pledge encumbering direct and indirect ownership interests in the Paramus Park Mall Borrower (and will not be secured by any other collateral); and (f) the mortgagee will receive confirmation from the rating agencies that such mezzanine financing will not result in a downgrade, withdrawal or qualification of any ratings issued, or to be issued, in connection with a securitization involving the Paramus Park Mall Mortgage Loan. - ------------------------------------------------------------------------------- E-24 - -------------------------------------------------------------------------------- OMNI HOTEL -- SAN DIEGO - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS OMNI HOTEL - SAN DIEGO - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $105,000,000 FIRST PAYMENT DATE: June 1, 2005 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 48 months MATURITY DATE: May 1, 2015 EXPECTED MATURITY BALANCE: $96,195,944 BORROWING ENTITY: San Diego Ballpark Hotel Company LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 114 payments Open: 6 payments UP-FRONT RESERVES: TAX RESERVE: Yes IMMEDIATE REPAIR RESERVE: $1,350,000 OTHER RESERVE(1): $2,000,000 ONGOING MONTHLY RESERVES: TAX RESERVE: Yes LOCKBOX: Hard - --------------------------------------------------------------- (1) Chilled water reserve. - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $105,000,000 SHADOW RATING (MOODY'S/S&P): NR/BBB- CUT-OFF DATE LTV: 61.0% MATURITY DATE LTV: 55.9% UNDERWRITTEN DSCR: 2.16x MORTGAGE RATE(1): 5.651% - --------------------------------------------------------------- (1) Interest rate rounded to three decimal places. - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Hotel PROPERTY SUB TYPE: Full Service LOCATION: San Diego, California YEAR BUILT/RENOVATED: 2004/NAP NUMBER OF KEYS: 511 CUT-OFF BALANCE PER KEY: $205,479 OCCUPANCY AS OF 10/07/2005: 81.3% OWNERSHIP INTEREST: Fee/Leasehold PROPERTY MANAGEMENT: Omni Hotels Management Corporation U/W NET CASH FLOW: $15,742,701 APPRAISED VALUE: $172,000,000 - --------------------------------------------------------------- E-25 - -------------------------------------------------------------------------------- OMNI HOTEL - SAN DIEGO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- TRAILING 12 (08/31/2005) UNDERWRITTEN ---------------- ---------------- Effective Gross Income ............. $34,486,898 $39,649,989 Total Expenses ..................... $19,992,230 $22,321,288 Net Operating Income (NOI) ......... $14,494,668 $17,328,701 Cash Flow (CF) ..................... $14,621,389 $15,742,701 DSCR on NOI ........................ 1.99x 2.38x DSCR on CF ......................... 2.01x 2.16x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- OPERATIONAL STATISTICS - -------------------------------------------------------------------------------- TRAILING 12 (08/31/2005) UNDERWRITTEN -------------- ------------- Average Daily Rate (ADR) ......... $193.94 $196.37 Occupancy ........................ 70.7% 81.3% RevPAR ........................... $137.12 $159.59 Penetration Rate ................. 96.3% 112.0% - -------------------------------------------------------------------------------- E-26 - -------------------------------------------------------------------------------- OMNI HOTEL -- SAN DIEGO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Omni Hotel -- San Diego Mortgage Loan is a $105 million, ten-year fixed rate loan secured by a first mortgage on a full-service hotel located in San Diego, San Diego County, California. The Omni Hotel -- San Diego Mortgage Loan is interest only for the first four years of the loan term, matures on May 1, 2015, and accrues interest at an annual rate, rounded to three decimal places, of 5.651%. THE BORROWER: o The Omni Hotel -- San Diego Borrower is San Diego Ballpark Hotel Company LLC a Delaware limited liability company and a single purpose bankruptcy remote entity for which a non-consolidation opinion has been provided by the Omni Hotel -- San Diego Borrower's counsel. Equity ownership is held 50% by Omni San Diego Corporation and 50% by JMIR Investments LLC. Omni San Diego Corporation is 100% owned by Omni Hotels Corporation. JMIR Investments LLC is 100% owned by the John Jay Moores and Rebecca Ann Moores Family Trust. o JMI Services, Inc., owned by John Jay Moores and family, is an investment management company of the Moores family that was established by John Jay Moores in 1992. JMI Realty, the real estate investment subsidiary of JMI Services, is the developer of the Ballpark District, a 26-block area surrounding PETCO Park, home of the San Diego Padres, which is adjacent to the Omni Hotel -- San Diego Mortgaged Property. JMI Realty manages a diversified real estate investment portfolio valued in excess of $700 million. John Jay Moores, a philanthropist and owner of the San Diego Padres, founded BMC Software, a business-to-business software company, in 1994. THE PROPERTY: o The Omni Hotel -- San Diego Mortgaged Property consists of a fee and leasehold interest in a full-service hotel constructed in 2004. The improvements consist of a 36-story building containing a 511-room Omni Hotel and 32 residential condominiums situated on 0.97 acres. The hotel rooms are located on floors 1-21 and the residential condominiums which are not part of the collateral, are located on floors 22-34. o The Omni Hotel -- San Diego's room mix consists of 257 king, 221 double/double, 14 junior suites, 13 one-bedroom suites, 2 two-bedroom suites and 4 hospitality suites. Guest amenities include 27,452 square feet of flexible meeting space, a 285-seat full-service restaurant, a coffee bar and gift shop, an outdoor pool and whirlpool, a fitness room and business center and 349 parking garage spaces. o The Omni Hotel Mortgaged Property is located in the downtown San Diego market and the Marina District submarket adjacent to PETCO Park, home of the San Diego Padres, and the recently expanded San Diego Convention Center. o The Omni Hotel -- San Diego Borrower is generally required at its sole cost and expense to keep the Omni Hotel -- San Diego Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Omni Hotel Management Corporation manages the Omni Hotel -- San Diego Mortgaged Property. Omni Hotel Management Corporation, a 30-year old privately owned company, currently manages 38 hotels containing approximately 14,500 rooms located throughout the United States, Canada and Mexico. Omni Hotel Management Corporation employs approximately 8,100 people. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. - ------------------------------------------------------------------------------- E-27 - -------------------------------------------------------------------------------- OMNI HOTEL -- SAN DIEGO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Omni Hotel -- San Diego Borrower is permitted to incur mezzanine financing only upon the satisfaction of the following terms and conditions including, without limitation, (a) no event of default has occurred and is continuing; (b) the mezzanine lender will have executed a subordination and intercreditor agreement reasonably satisfactory to the mortgagee; (c) the amount of such mezzanine loan will not exceed an amount which, when added to the outstanding principal balance of the Omni Hotel -- San Diego Mortgage Loan results in a maximum loan-to-value ratio (based on a then current appraisal reasonably acceptable to the mortgagee) greater than 65% and a minimum debt service coverage ratio less than 1.10x; (d) the mezzanine loan will be secured by an equity pledge encumbering direct and indirect ownership interests in the Omni Hotel -- San Diego Borrower (and will not be secured by any other collateral); (e) the mezzanine lender will at all times comply with standard rating agency criteria for a qualified transferee; (f) all documents and instruments evidencing or securing the mezzanine loan will be in form and substance reasonably satisfactory to the mortgagee; and (g) the mortgagee will receive confirmation from the rating agencies that such mezzanine financing will not result in a downgrade, withdrawal or qualification of any ratings issued, or to be issued, in connection with a securitization involving the Omni Hotel -- San Diego Mortgaged Property. - ------------------------------------------------------------------------------- E-28 - -------------------------------------------------------------------------------- ODS TOWER - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS ODS TOWER - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $78,500,000 FIRST PAYMENT DATE: January 1, 2006 TERM/AMORTIZATION: 120/0 months INTEREST ONLY PERIOD: 120 months MATURITY DATE: December 1, 2015 EXPECTED MATURITY BALANCE: $78,500,000 BORROWING ENTITY: Morrison Street CF, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 117 payments Open: 3 payments ONGOING MONTHLY RESERVES: REPLACEMENT RESERVE: $6,112 LOCKBOX: Hard - --------------------------------------------------------------- - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $78,500,000 CUT-OFF DATE LTV: 67.1% MATURITY DATE LTV: 67.1% UNDERWRITTEN DSCR: 1.59x MORTGAGE RATE(2): 5.626% - --------------------------------------------------------------- (1) The Interest rate rounded to three decimal places. - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: Central Business District LOCATION: Portland, Oregon YEAR BUILT/RENOVATED: 1999/NAP NET RENTABLE SQUARE FEET: 407,260 CUT-OFF BALANCE PSF: $193 OCCUPANCY AS OF 11/10/2005: 98.6% OWNERSHIP INTEREST: Fee(1) PROPERTY MANAGEMENT: Ashforth Pacific, Inc. U/W NET CASH FLOW: $7,105,984 APPRAISED VALUE: $117,000,000 - --------------------------------------------------------------- (1) The ODS Tower purchased a pre-existing ground lease at the closing of such loan and now holds the entire fee simple estate in the ODS Tower Mortgaged Property. E-29 - -------------------------------------------------------------------------------- ODS TOWER - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION(1) - ----------------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR FULL YEAR (12/31/2002) (12/31/2003) (12/31/2004) UNDERWRITTEN Effective Gross Income ............. $11,284,498 $11,313,417 $11,651,096 $11,216,245 Total Expenses ..................... $ 4,235,581 $ 4,479,401 $ 4,507,185 $ 3,759,676 Net Operating Income (NOI) ......... $ 7,048,917 $ 6,834,016 $ 7,143,911 $ 7,456,569 Cash Flow (CF) ..................... $ 7,048,917 $ 6,834,016 $ 7,143,911 $ 7,105,984 DSCR on NOI ........................ 1.57x 1.53x 1.60x 1.67x DSCR on CF ......................... 1.57x 1.53x 1.60x 1.59x - ----------------------------------------------------------------------------------------------------------------- (1) Historical financial information includes a ground lease payment by the prior owner. As the ODS Tower Borrower purchased the fee interest in the property the ground lease payment is no longer applicable. Historical ground lease payments are as follows: $843,072 (2002), $843,072 (2003) and $885,993 (2004). - ------------------------------------------------------------------------------------------------------------------------ TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------------ RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ------------------------------ ------------- ----------- ---------- ----------- ------------- ------------- ----------- ODS Health Services ......... Not Rated 133,579 32.8% $ 19.18 $2,562,401 33.0% 06/30/2019 Lane Powell Spears. ......... Not Rated 47,225 11.6 $ 19.54 922,649 11.9 10/07/2009 US General Services Administration ............. Aaa/AAA 41,403 10.2 $ 28.78 1,196,282 15.4 07/14/2009 Nordstrom, Inc. (Nordstrom Rack) ...................... Baa1/A- 33,369 8.2 $ 23.25 775,829 10.0 02/23/2017 ------- ---- ---------- ---- TOTAL ....................... 255,576 62.8% $5,457,161 70.3% - ------------------------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ----------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ----------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ---------- ---------- ------------ --------------- ------------- 2006 .............. 5 2,432 0.6% 2,432 0.6% $ 55,208 2007 .............. 6 13,299 3.3 15,731 3.9% $ 159,819 2008 .............. 9 35,903 8.8 51,634 12.7% $ 708,343 2009 .............. 13 103,341 25.4 154,975 38.1% $2,226,995 2010 .............. 9 43,966 10.8 198,941 48.8% $ 832,382 2011 .............. 3 6,901 1.7 205,842 50.5% $ 83,134 2012 .............. 1 4,338 1.1 210,180 51.6% $ 54,225 2013 .............. 3 21,469 5.3 231,649 56.9% $ 208,293 2017 .............. 1 33,369 8.2 265,018 65.1% $ 775,829 2019 .............. 14 133,580 32.8 398,598 97.9% $2,563,301 2020 .............. 1 1,546 0.4 400,144 98.3% - 2025 .............. 1 1,558 0.4 401,702 98.6% $ 29,602 Vacant ............ -- 5,558 1.4 407,260 100.0% $ 70,519 -- ------- ----- TOTAL ............. 66 407,260 100.0% - ----------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. E-30 - -------------------------------------------------------------------------------- ODS TOWER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The four largest tenants, representing 62.8% of the total net rentable square feet, are: o ODS HEALTH SERVICES ("ODS") (not rated) occupies 133,579 square feet of office (32.8% of square feet, 33.0% of rental income) under a 20-year lease expiring on June 30, 2019. The office space rental rate per square foot of $19.18 remains constant over the initial lease term. There are three five-year options to renew the lease with the rental rate per square foot determined at the then fair market. Founded in 1955, ODS is Oregon's oldest dental insurers. ODS offers a wide range of insurance products, including professional liability insurance, health insurance, and dental insurance. ODS also provides its customers with a variety of business services including dental practice management software and benefits administration. ODS is headquartered at the ODS Tower Mortgaged Property. ODS, a private not-for-profit company, is an affiliate of the Delta Dental Plans Association. o LANE POWELL SPEARS ("Lane Powell") (not rated) occupies 47,225 square feet of office (11.6% of square feet, 11.9% of rental income) under a ten-year lease expiring on October 7, 2009. The office space current rental rate per square foot of $19.54 increases annually by $0.50. There are two five-year options to renew the lease with the rental rate per square foot determined at 95% of the then fair market. Lane Powell is a law firm founded more than 125 years ago. Practice areas include administrative law, banking and financial services, construction, corporate finance, securities, mergers and acquisitions, initial public offerings, emerging companies and venture investment, environmental, healthcare, intellectual property and internet, international business and investment, international tax, natural resources and forest products, real estate, retail distribution and trade regulation, tax and estate planning, and transportation and utilities. Lane Powell employs 170 attorneys located in three states (Washington, Alaska and Oregon) and in London, England. o US GENERAL SERVICES ADMINISTRATION ("GSA") (rated "Aaa" by Moody's and "AAA" by S&P) leases a total of 41,403 square feet of office (10.2% of square feet, 15.4% of rental income) on behalf of three federal agencies under five leases of various terms expiring from April 1, 2006 to March 1, 2010. The Social Security Administration occupies 21,540 square feet under a ten-year lease expiring on July 14, 2009. The office space rental rate per square foot of $30.60 remains constant over the lease term. The Teleservices Division occupies 14,180 square feet under a ten-year lease expiring on January 31, 2010. The rental rate per square foot of $27.00 remains constant over the lease term. The National Labor Relations Board occupies 5,601 square feet under a ten-year lease expiring on March 31, 2010. The rental rate per square foot of $26.46 remains constant over the lease renewal period. o NORDSTROM RACK (NYSE: "JWN") (rated "Baa1" by Moody's and "A-" by S&P ") occupies 33,369 square feet of retail space (8.2% of square feet, 10.0% of rental income) under a 12-year lease expiring on February 23, 2017. The current rental rate per square foot of $23.25 increases to $25.25 in 2011 and $27.25 in 2016. There is one ten-year option to renew the lease with the rental rate per square foot commencing at $27.25 and increasing to $29.25 in the fifth year of the lease renewal period. Nordstrom Rack is also required to pay percentage rent equal to the amount by which 2% of sales exceeds $15,000,000 ($450 per square foot). Nordstrom Rack is a fashion specialty retailer offering a large selection of apparel, shoes and accessories for men, women and children. Nordstrom operates 95 full-line Nordstrom stores, 49 Nordstrom Rack stores, five Faconnable boutiques, one freestanding shoe store and two clearance stores in the United States and 32 Faconnable boutiques in Europe. Nordstrom Rack employs approximately 50,000 people. As of the fiscal year ended January 29, 2005, Nordstrom reported revenue of approximately $7.1 billion, net income of $393.5 million and stockholder equity of $1.8 billion. - ------------------------------------------------------------------------------- E-31 - -------------------------------------------------------------------------------- ODS TOWER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The ODS Tower Mortgage Loan is a $78.5 million, ten-year fixed rate loan secured by a first mortgage on an office building located in Portland, Multnomah County, Oregon. The ODS Tower Mortgage Loan is interest only for the entire loan term, matures on December 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.626%. THE BORROWER: o The ODS Tower Borrower is Morrison Street CF, LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at least two independent directors for which the ODS Tower Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 100% by Morrison Street CF Owner, LLC, a Delaware limited liability company. Through a series of intermediate ownership levels, equity ownership is eventually held 90% by Core Portland Trust, a Maryland business trust, and 10% by Ashforth Capital, LLC. o The General Electric Pension Trust has $47 billion in assets and $2.8 billion invested in commercial real estate. Its advisor is GE Asset Management ("GEAM"), a wholly owned subsidiary of the General Electric Company. GEAM currently manages investment funds in excess of $200 billion. GEAM and affiliated entities have been managing investments for General Electric's employee pension and benefit plans since the 1920's. THE PROPERTY: o The ODS Tower Mortgaged Property consists of a fee simple interest in a Class "A" office building situated on 0.90 acres and constructed in 1999. The improvements consist of a 23-story office building containing 359,746 square feet of office space (floors 7-24), a five-story parking garage containing 385 parking spaces (floors 1-6), and 47,514 square feet of retail and storage space located on the ground floor and basement floor. o The ODS Tower Mortgaged Property is currently occupied by 22 office tenants ranging in size from 1,003 to 133,579 square feet and three retail tenants ranging in size from 110 to 33,369 square feet. o The ODS Tower Mortgaged Property is well located in the central business district of Portland, Oregon two blocks west of the Willamette River which is the eastern boundary of the central business district. The location provides tenants with desirable river views and access to the Morrison Street Bridge, which provides access to Interstate 5, a north-south arterial providing access to Seattle, Washington to the North and California to the South. The central business district contains approximately 20 million square feet, of which approximately 10 million square feet is Class "A". o The ODS Tower Borrower is generally required at its sole cost and expense to keep the ODS Tower Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Ashforth Pacific, Inc. manages the ODS Tower Mortgaged Property. Founded in 1896, Ashforth Pacific is a diversified real estate firm that owns, develops, and manages assets on the east and west coasts. Ashforth Pacific currently manages 60 office buildings containing a total of approximately 8.5 million square feet, of which four office buildings containing a total of approximately 1.0 million square feet are located in the Portland area. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- E-32 - -------------------------------------------------------------------------------- 2001 K STREET - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS 2001 K STREET - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $67,000,000 FIRST PAYMENT DATE(1): January 1, 2006 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD(1): 1 month MATURITY DATE: January 1, 2016 EXPECTED MATURITY BALANCE: $55,864,478 BORROWING ENTITY: 2001 K LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 117 payments Open: 4 payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes IMMEDIATE REPAIR RESERVE: $438,926 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $3,726 LOCKBOX: Hard - --------------------------------------------------------------- (1) The one month Interest Only Period represents the Mortgage Loan seller's funding of an account in an amount equal to one month's interest on the 2001 K Street Mortgage Loan due to the first payment date under the related loan documents of February 1, 2006. - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $67,000,000 SHADOW RATING (MOODY'S/S&P): Baa3/BBB+ CUT-OFF DATE LTV: 46.2% MATURITY DATE LTV: 38.5% UNDERWRITTEN DSCR: 1.78x MORTGAGE RATE: 5.380% - --------------------------------------------------------------- - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: Central Business District LOCATION: Washington, D.C. YEAR BUILT/RENOVATED: 2000/NAP NET RENTABLE SQUARE FEET: 235,311 CUT-OFF BALANCE PSF: $285 OCCUPANCY AS OF 09/30/2005: 99.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Cushman & Wakefield of Washington D.C., Inc. U/W NET CASH FLOW: $8,039,581 APPRAISED VALUE: $145,000,000 - --------------------------------------------------------------- E-33 - -------------------------------------------------------------------------------- 2001 K STREET - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------ FINANCIAL INFORMATION - ------------------------------------------------------------------------------------------------------------------ FULL YEAR FULL YEAR FULL YEAR (12/31/2002) (12/31/2003) (12/31/2004) UNDERWRITTEN ---------------- ---------------- ---------------- ---------------- Effective Gross Income ............. $12,508,478 $12,532,258 $12,484,530 $13,476,454 Total Expenses ..................... $ 4,288,836 $ 4,254,978 $ 4,496,910 $ 4,986,058 Net Operating Income (NOI) ......... $ 8,219,642 $ 8,277,280 $ 7,987,620 $ 8,490,396 Cash Flow (CF) ..................... $ 8,219,642 $ 8,277,280 $ 7,987,620 $ 8,039,581 DSCR on NOI ........................ 1.82x 1.84x 1.77x 1.88x DSCR on CF ......................... 1.82x 1.84x 1.77x 1.78x - ------------------------------------------------------------------------------------------------------------------ - --------------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - --------------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ---------------------------------------- ------------- ----------- ---------- ----------- ------------- ------------- ----------- Clifford Chance US LLP ................ Not Rated 101,464 43.1% $ 40.20 $4,079,314 46.2% 07/31/2015 Ross, Dixon & Bell .................... Not Rated 49,120 20.9 $ 33.77 1,658,550 18.8 12/31/2010 Corporate Executive Board, Inc. ....... Not Rated 41,768 17.8 $ 39.72 1,659,013 18.8 07/31/2008 Bates, White & Ballentine ............. Not Rated 20,862 8.9 $ 30.31 632,288 7.2 04/30/2006 ------- ---- ---------- ---- TOTAL ................................. 213,214 90.6% $8,029,165 91.0% - --------------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ----------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ----------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ---------- ---------- ------------ --------------- ------------- 2005 .............. 1 3,466 1.5% 3,466 1.5% $ 97,525 2006 .............. 1 20,862 8.9 24,328 10.3% $ 632,288 2007 .............. 1 2,978 1.3 27,306 11.6% $ 110,474 2008 .............. 2 46,207 19.6 73,513 31.2% $1,793,909 2010 .............. 2 56,180 23.9 129,693 55.1% $1,902,874 2011 .............. 1 4,154 1.8 133,847 56.9% $ 210,391 2015 .............. 1 101,464 43.1 235,311 100.0% $4,079,314 -- ------- ----- TOTAL. ............ 9 235,311 100.0% - ----------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. E-34 - -------------------------------------------------------------------------------- 2001 K STREET - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The four largest tenants, representing 90.6% of the total net rentable square feet, are: o CLIFFORD CHANCE US LLP (not rated) occupies 101,464 square feet (43.1% of square feet, 46.2% of rental income) under a 15-year lease expiring on July 31, 2015. The current rental rate per square foot of $40.20 increases annually by 3%, except in 2011, when the increase is $2.50 per square foot. There are two five-year options to renew the lease with the rental rate per square foot determined at 95% of the then fair market. Clifford Chance US LLP is a law firm that advises financial institutions, commercial enterprises, and state and regulatory bodies on complex and critical legal issues. The company has 28 offices located in 19 countries throughout the Americas, Asia, Europe and the Middle East. o ROSS, DIXON & BELL (not rated) occupies 49,120 square feet (20.9% of square feet, 18.8% of rental income) under an 11-year lease expiring on December 31, 2010. The current rental rate per square foot of $33.77 increases to $36.77 in March 2006 and annually by 3% thereafter. There is one five-year option to renew the lease with the rental rate per square foot determined at 95% of the then fair market. Ross, Dixon & Bell, a law firm founded in 1983, specializes in litigation, insurance, employment, white collar criminal law, antitrust, real estate and business transactions. The firm serves a multitude of industries, including insurance, professional services, media, golf and real estate. Ross Dixon has offices in Washington, D.C., Orange County, San Diego and Chicago. o CORPORATE EXECUTIVE BOARD, INC. ("CEB") (not rated) occupies 41,768 square feet (17.8% of square feet, 18.8% of rental income) under a seven-year lease expiring on July 31, 2008. The current rental rate per square foot of $39.72 increases annually by 3%. Founded in 1979, CEB provides best practices research, decision support tools and executive education to corporations and not-for-profit institutions. Members include over 2,400 large corporations around the world. CEB employs approximately 1,400 people located in the Washington, D.C. and London offices. As of the fiscal year ended December 31, 2004, CEB reported revenue of approximately $280.7 million, net income of $53.7 million and stockholder equity of $327.5 million. o BATES, WHITE & BALLENTINE (not rated) occupies 20,862 square feet (8.9% of square feet, 7.2% of rental income) under a five-year lease expiring on April 30, 2006. The rental rate per square foot of $30.31 remains constant during the remaining lease term. Bates, White & Ballentine is a national consulting firm offering services in economics, finance and business analytics to leading law firms, Fortune 500 companies and government agencies. - ------------------------------------------------------------------------------- E-35 - -------------------------------------------------------------------------------- 2001 K STREET - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The 2001 K Street Mortgage Loan is a $67.0 million, ten-year fixed rate loan secured by a first mortgage on an office building located in Washington, D.C. The 2001 K Street Mortgage Loan matures on January 1, 2016 and accrues interest at an annual rate of 5.380%. THE BORROWER: o The 2001 K Street Borrower is 2001 K LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at least two independent directors for which the 2001 K Street Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held by Bernard Spitzer and Anne Spitzer. o Bernard Spitzer currently owns nine residential properties containing over 500 units and over 250 condo and co-op units, as well as two office properties (New York City and Washington, D.C.) containing approximately 600,000 square feet. THE PROPERTY: o The 2001 K Street Mortgaged Property consists of a fee simple interest in a Class "A" office building built in 2000. The improvements situated on 0.55 acres consist of an 11-story office building containing 235,311 net rentable square feet and a subterranean parking garage containing 200 parking spaces. The 2001 K Street Mortgaged Property is currently occupied by nine tenants ranging in size from 2,978 to 101,464 square feet. o The 2001 K Street Mortgaged Property is located in the Washington, D.C. central business district which totals approximately 31,900,000 square feet of which approximately 5,700,000 square feet is considered to be Class "A". The 2001 K Mortgaged Property is one of 31 Class A office buildings in the market. o The 2001 K Street Borrower is generally required at its sole cost and expense to keep the 2001 K Street Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Cushman & Wakefield of Washington D.C., Inc. the property manager of the 2001 K Street Mortgaged Property. Cushman & Wakefield, founded in 1917, performs property management for approximately 5,500 properties totaling nearly 300 million square feet and has 160 offices in 50 countries. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- E-36 - -------------------------------------------------------------------------------- RIVER RANCH APARTMENTS - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS RIVER RANCH APARTMENTS - --------------------------------------------------------------- LOAN INFORMATION - --------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $57,000,000 FIRST PAYMENT DATE: January 1, 2006 TERM/AMORTIZATION: 60/0 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: December 1, 2010 EXPECTED MATURITY BALANCE: $57,000,000 BORROWING ENTITY: Park Sierra Properties II INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 57 payments Open: 3 payments UP-FRONT RESERVES: TAX RESERVE: Yes ONGOING MONTHLY RESERVES: TAX RESERVE: Yes REPLACEMENT RESERVE: $10,734 - --------------------------------------------------------------- - --------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------- CUT-OFF DATE BALANCE: $57,000,000 CUT-OFF DATE LTV: 64.8% MATURITY DATE LTV: 64.8% UNDERWRITTEN DSCR: 1.84x MORTGAGE RATE: 4.970% - --------------------------------------------------------------- - --------------------------------------------------------------- PROPERTY INFORMATION - --------------------------------------------------------------- PROPERTY TYPE: Multifamily PROPERTY SUB TYPE: Garden LOCATION: Canyon Country, California YEAR BUILT/RENOVATED: 1998/NAP NUMBER OF UNITS: 465 CUT-OFF BALANCE PER UNIT: $122,581 OCCUPANCY AS OF 10/14/2005: 96.1% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Con Am Management Corporation U/W NET CASH FLOW: $5,281,312 APPRAISED VALUE: $88,000,000 - --------------------------------------------------------------- E-37 - -------------------------------------------------------------------------------- RIVER RANCH APARTMENTS - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ---------------------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR TRAILING 12 (12/31/2003) (12/31/2004) (08/31/2005) UNDERWRITTEN -------------- -------------- -------------- --------------- Effective Gross Income ............. $7,353,682 $7,204,586 $7,537,915 $7,546,125 Total Expenses ..................... $1,782,098 $1,846,894 $1,904,996 $2,140,192 Net Operating Income (NOI) ......... $5,571,584 $5,357,692 $5,632,919 $5,405,932 Cash Flow (CF) ..................... $5,446,569 $5,135,850 $5,316,804 $5,281,312 DSCR on NOI ........................ 1.94x 1.87x 1.96x 1.88x DSCR on CF ......................... 1.90x 1.79x 1.85x 1.84x - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 1 BEDROOM 2 BEDROOM 3 BEDROOM ----------- ----------- ---------- Number of Units ................ 36 267 162 Average Rent ................... $1,144 $1,405 $1,666 Average Unit Size (SF) ......... 688 1,009 1,238 - ----------------------------------------------------------------------------- E-38 - -------------------------------------------------------------------------------- RIVER RANCH APARTMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The River Ranch Apartments Mortgage Loan is a $57.0 million, five-year fixed rate loan secured by a first mortgage on a garden-style apartment complex located in Canyon Country, Los Angeles County, California. The River Ranch Apartments Loan is interest only for the entire loan term, matures on December 1, 2010 and accrues interest at an annual rate of 4.970%. THE BORROWER: o The River Ranch Apartments Borrower is Park Sierra Properties II, a California limited partnership and a single purpose bankruptcy remote entity with at least two independent directors for which the River Ranch Apartments Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 1.0% by Park Sierra Properties II, Inc., a California corporation, as the general partner of the River Ranch Apartments Borrower, 89.0% by Geoffrey H. Palmer and 10.0% by Dan Saxon Palmer Jr., as the limited partners of the River Ranch Apartments Borrower. o Geoffrey H. Palmer has been active in developing multifamily properties since 1975. G.H. Palmer Associates currently owns a multifamily portfolio of more than 7,800 units located throughout southern California with an estimated net worth of over $1 billion. THE PROPERTY: o The River Ranch Apartments Mortgaged Property consists of a fee simple interest in a 465-unit, garden style apartment complex built in 1998. The improvements, situated on 21.19 acres, consist of 47 two and three-story buildings containing a total of 494,754 net rentable square feet. The unit mix is 36 one bedroom/one bathroom units, 12 two bedroom/two bathroom units, 255 two bedroom/two and one-half bathroom units, 81 three bedroom/two bathroom units and 81 three bedroom/two and a half bathroom units. o Each unit is equipped with a standard kitchen package consisting of a refrigerator, range/oven, dishwasher, disposal and microwave. Other unit amenities include a full-size washer/dryer and a patio/balcony. o The property is a gated-access community including a clubhouse with leasing office and fitness center, two pools with spa, and two playgrounds. There are 930 garage parking spaces and 350 surface parking spaces for a total of 1,280 spaces. o The River Ranch Apartments Mortgaged Property is located in southern California, approximately 30 miles northwest of downtown Los Angeles. The Los Angeles multifamily market contains approximately 742,000 units with an overall occupancy of 96.7%. The Santa Clarita Valley apartment submarket contains approximately 16,000 units with an overall occupancy of 95.0%. o The River Ranch Apartments Borrower is generally required at its sole cost and expense to keep the River Ranch Apartments Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o The River Ranch Apartments Mortgaged Property is managed by Con Am Management Corporation. Con Am Management Corporation is a full service real estate management company and a subsidiary of the Con Am Group of Companies that was founded in 1975 and is headquartered in San Diego, California. Con Am Management Corporation currently manages a real estate portfolio consisting of approximately 45,000 multifamily units, which are valued at more than $2 billion CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. - ------------------------------------------------------------------------------- E-39 - -------------------------------------------------------------------------------- RIVER RANCH APARTMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The River Ranch Apartments Borrower is permitted to incur on a one-time basis mezzanine financing secured by a pledge of direct or indirect equity interests in the River Ranch Apartments Borrower only upon the satisfaction of the following terms and conditions including, without limitation, (a) no event of default has occurred and be continuing; (b) the amount of such mezzanine loan will not exceed an amount which, when added to the outstanding principal balance of the River Ranch Apartments Mortgage Loan results in a maximum loan-to-value ratio (based on a then current appraisal reasonably acceptable to the mortgagee) greater than 70% and a minimum debt service coverage ratio less than 1.15x based on a constant of 9.25% and underwritten net income; (c) the loan term (including any extension terms) of the mezzanine loan will be co-terminus with or longer than the term of the River Ranch Apartments Mortgage Loan; (d) the holder of such mezzanine loan will at all times be an entity acceptable to the mortgagee (based on then current secondary market and rating agency criteria); (e) the mezzanine lender will have executed and delivered to the mortgagee a mezzanine intercreditor agreement in form and substance acceptable to the mortgagee; (f) the proceeds of such mezzanine loan will be used to make capital contributions to the River Ranch Apartments Borrower for the purpose of funding operations and/or capital expenditures at the River Ranch Apartments Mortgaged Property; and (g) the mortgagee will receive confirmation from the rating agencies that such mezzanine financing will not result in a downgrade, withdrawal or qualification of any ratings issued, or to be issued, in connection with a securitization involving the River Ranch Apartments Mortgage Loan. - ------------------------------------------------------------------------------- E-40
Prospectus BANC OF AMERICA COMMERCIAL MORTGAGE INC. DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES - -------------------------- THE TRUST -- CONSIDER CAREFULLY THE o may periodically issue mortgage pass-through RISK FACTORS BEGINNING ON certificates in one or more series with one or PAGE 11 IN THIS more classes; and PROSPECTUS. o will own -- Neither the certificates nor the underlying o multifamily and commercial mortgage loans; mortgage loans are insured by any o mortgage-backed securities; and governmental agency. o other property described in the accompanying The certificates will prospectus supplement. represent interests only in the related trust and THE CERTIFICATES -- will not represent interests in or o will represent interests in the trust and will obligations of Banc of be paid only from the trust assets; America Commercial Mortgage Inc. or any of o provide for the accrual of interest based on a its affiliates, including fixed, variable or adjustable interest rate; Bank of America Corporation. o may be offered through underwriters, which may include Banc of America Securities LLC, an This prospectus may be affiliate of Banc of America Commercial used to offer and sell Mortgage Inc.; and any series of certificates only if o will not be listed on any securities exchange. accompanied by the prospectus supplement for THE CERTIFICATEHOLDERS -- that series. o will receive interest and principal payments - -------------------------- based on the rate of payment of principal and the timing of receipt of payments on mortgage loans. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. September 30, 2005 (This Page Intentionally Left Blank) 2 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Banc of America Commercial Mortgage Inc. has filed with the SEC additional registration materials relating to the certificates. You may read and copy any of these materials at the SEC's Public Reference Room at the following location: o SEC Public Reference Section 450 Fifth Street, N.W. Room 1204 Washington, D.C. 20549 You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information that has been filed electronically with the SEC. The Internet address is http://www.sec.gov. You may also contact Banc of America Commercial Mortgage Inc. in writing at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255, or by telephone at (704) 386-8509. See also the sections captioned "Available Information" and "Incorporation of Certain Information by Reference" appearing at the end of this prospectus. - -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE ---- SUMMARY OF PROSPECTUS ..................................................... 6 RISK FACTORS .............................................................. 11 The Limited Liquidity of Your Certificates May Have an Adverse Impact on Your Ability to Sell Your Certificates ............................. 11 The Limited Assets of Each Trust May Adversely Impact Your Ability To Recover Your Investment in the Event of Loss on the Underlying Mortgage Assets ....................................................... 11 Credit Support is Limited and May Not Be Sufficient to Prevent Loss on Your Certificates ..................................................... 12 Prepayments on the Underlying Mortgage Loans Will Affect the Average Life of Your Certificates, and the Rate and Timing of those Prepayments May Be Highly Unpredictable ............................... 12 Certificates Purchased at a Premium or a Discount Will Be Sensitive to the Rate of Principal Payment.......................................... 13 The Nature of Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected Return on Your Certificates ..................... 14 Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans .................................................... 14 Inclusion of Delinquent Mortgage Loans in a Mortgage Asset Pool ......... 18 PROSPECTUS SUPPLEMENT ..................................................... 18 CAPITALIZED TERMS USED IN THIS PROSPECTUS ................................. 19 DESCRIPTION OF THE TRUST FUNDS ............................................ 20 General ................................................................. 20 Mortgage Loans .......................................................... 20 MBS ..................................................................... 24 Certificate Accounts .................................................... 25 Credit Support .......................................................... 25 Cash Flow Agreements .................................................... 25 YIELD AND MATURITY CONSIDERATIONS ......................................... 26 General ................................................................. 26 Pass-Through Rate ....................................................... 26 Payment Delays .......................................................... 26 Certain Shortfalls in Collections of Interest ........................... 26 Yield and Prepayment Considerations ..................................... 26 Weighted Average Life and Maturity ...................................... 28 Other Factors Affecting Yield, Weighted Average Life and Maturity ....... 29 THE DEPOSITOR ............................................................. 31 DESCRIPTION OF THE CERTIFICATES ........................................... 31 General ................................................................. 31 Distributions ........................................................... 32 Distributions of Interest on the Certificates ........................... 32 Distributions of Principal of the Certificates .......................... 33 3 PAGE ---- Distributions on the Certificates Concerning Prepayment Premiums or Concerning Equity Participations .................................. 34 Allocation of Losses and Shortfalls .................................... 34 Advances in Respect of Delinquencies ................................... 34 Reports to Certificateholders .......................................... 35 Voting Rights .......................................................... 37 Termination ............................................................ 37 Book-Entry Registration and Definitive Certificates .................... 37 THE POOLING AND SERVICING AGREEMENTS ...................................... 39 General ................................................................ 39 Assignment of Mortgage Loans; Repurchases .............................. 39 Representations and Warranties; Repurchases ............................ 41 Collection and Other Servicing Procedures .............................. 42 Sub-Servicers .......................................................... 44 Certificate Account .................................................... 44 Modifications, Waivers and Amendments of Mortgage Loans ................ 47 Realization Upon Defaulted Mortgage Loans .............................. 47 Hazard Insurance Policies .............................................. 49 Due-on-Sale and Due-on-Encumbrance Provisions .......................... 50 Servicing Compensation and Payment of Expenses ......................... 50 Evidence as to Compliance .............................................. 51 Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor ............................ 52 Events of Default ...................................................... 53 Rights Upon Event of Default ........................................... 54 Amendment .............................................................. 54 List of Certificateholders ............................................. 55 The Trustee ............................................................ 56 Duties of the Trustee .................................................. 56 Certain Matters Regarding the Trustee .................................. 56 Resignation and Removal of the Trustee ................................. 56 DESCRIPTION OF CREDIT SUPPORT ............................................. 57 General ................................................................ 57 Subordinate Certificates ............................................... 57 Insurance or Guarantees Concerning the Mortgage Loans .................. 58 Letter of Credit ....................................................... 58 Certificate Insurance and Surety Bonds ................................. 58 Reserve Funds .......................................................... 58 Cash Collateral Account ................................................ 59 Credit Support with respect to MBS ..................................... 59 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS.................................... 60 General ................................................................ 60 Types of Mortgage Instruments .......................................... 60 Leases and Rents ....................................................... 60 Personalty ............................................................. 61 Foreclosure ............................................................ 61 4 PAGE ---- Bankruptcy Laws ........................................................ 64 Environmental Considerations ........................................... 66 Due-on-Sale and Due-on-Encumbrance Provisions .......................... 68 Junior Liens; Rights of Holders of Senior Liens ........................ 68 Subordinate Financing .................................................. 69 Default Interest and Limitations on Prepayments ........................ 69 Applicability of Usury Laws ............................................ 70 Certain Laws and Regulations ........................................... 70 Americans with Disabilities Act ........................................ 70 Servicemembers Civil Relief Act ........................................ 71 Forfeiture for Drug and Money Laundering Violations .................... 71 Federal Deposit Insurance Act; Commercial Mortgage Loan Servicing ...... 71 CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................... 72 General ................................................................ 72 REMICs ................................................................. 73 Grantor Trust Funds .................................................... 91 Reportable Transactions ................................................ 100 STATE AND OTHER TAX CONSEQUENCES .......................................... 100 CERTAIN ERISA CONSIDERATIONS .............................................. 100 General ................................................................ 100 Plan Asset Regulations ................................................. 101 Insurance Company General Accounts ..................................... 101 Consultation With Counsel .............................................. 102 Tax Exempt Investors ................................................... 102 LEGAL INVESTMENT .......................................................... 102 USE OF PROCEEDS ........................................................... 104 METHOD OF DISTRIBUTION .................................................... 104 LEGAL MATTERS ............................................................. 106 FINANCIAL INFORMATION ..................................................... 106 RATING .................................................................... 106 AVAILABLE INFORMATION ..................................................... 106 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ......................... 107 GLOSSARY .................................................................. 108 5 SUMMARY OF PROSPECTUS This summary highlights selected information from this prospectus. It does not contain all the information you need to consider in making your investment decision. You should carefully review this prospectus and the related prospectus supplement in their entirety before making any investment in the certificates of any series. As used in this prospectus, "you" refers to a prospective investor in certificates, and "we" refers to the depositor, Banc of America Commercial Mortgage Inc. A "Glossary" appears at the end of this prospectus. SECURITIES OFFERED Mortgage pass-through certificates. DEPOSITOR Banc of America Commercial Mortgage Inc., a Delaware corporation and a subsidiary of Bank of America, N.A., has its principal executive offices at 214 North Tryon Street, Charlotte, North Carolina 28255, and its telephone number is (704) 386-8509. TRUSTEE The trustee for each series of certificates will be named in the related prospectus supplement. MASTER SERVICER If the trust includes mortgage loans, the master servicer for the corresponding series of certificates will be named in the prospectus supplement. SPECIAL SERVICER If the trust includes mortgage loans, the special servicer for the corresponding series of certificates will be named, or the circumstances under which a special servicer may be appointed, will be described in the prospectus supplement. MBS ADMINISTRATOR If the trust includes mortgage-backed securities, the entity responsible for administering the mortgage-backed securities will be named in the prospectus supplement. REMIC ADMINISTRATOR The person responsible for the various tax-related administration duties for a series of certificates concerning real estate mortgage investment conduits will be named in the prospectus supplement. THE MORTGAGE LOANS Each series of certificates will, in general, consist of a pool of mortgage loans referred to as a mortgage asset pool secured by first or junior liens on-- o residential properties consisting of five or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures; or o office buildings, retail stores, hotels or motels, nursing homes, hospitals or other health care-related facilities, recreational vehicle and mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, entertainment or sports arenas, restaurants, marinas, mixed use or various other types of income-producing properties or unimproved land. 6 However, no one of the following types of properties will be overly-represented in the trust at the time the trust is formed: (1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4) nursing homes, hospitals or other health care-related facilities. The mortgage loans will not be guaranteed or insured by Banc of America Commercial Mortgage Inc. or any of its affiliates or, unless otherwise provided in the prospectus supplement, by any governmental agency or by any other person. If specified in the prospectus supplement, some mortgage loans may be delinquent as of the date the trust is formed. As described in the prospectus supplement, a mortgage loan may-- o provide for no accrual of interest or for accrual of interest at an interest rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower's election from an adjustable to a fixed mortgage rate, or from a fixed to an adjustable mortgage rate; o provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the mortgage rate or to reflect the occurrence of certain events, and may permit negative amortization; o be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date; o may prohibit over its term or for a certain period prepayments and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments; and o provide for payments of principal, interest or both, on due dates that occur monthly, quarterly, semi-annually or at any other interval as specified in the prospectus supplement. Each mortgage loan will have had an original term to maturity of not more than 40 years. No mortgage loan will have been originated by Banc of America Commercial Mortgage Inc., although one of its affiliates may have originated some of the mortgage loans. If any mortgage loan, or group of related mortgage loans, involves unusual credit risk, financial statements or other financial information concerning the related mortgaged property will be included in the related prospectus supplement. As described in the prospectus supplement, the trust may also consist of mortgage participations, mortgage pass-through certificates and/or other mortgage-backed securities that evidence an interest in, or are secured by a pledge of, one or more mortgage loans similar to the other mortgage loans in the trust and which may or may not be issued, insured or guaranteed by the United States or any governmental agency. THE CERTIFICATES Each series of certificates will be issued in one or more classes pursuant to a pooling and servicing agreement or other agreement specified in the prospectus supplement and will represent in total the entire beneficial ownership interest in the trust. As described in the prospectus supplement, the certificates of each series may consist of one or more classes that-- o are senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates; o are "stripped principal certificates" entitled to distributions of principal, with disproportionate, nominal or no distributions of interest; o are "stripped interest certificates" entitled to distributions of interest, with disproportionate, nominal or no distributions of principal; 7 o provide for distributions of interest or principal that commence only after the occurrence of certain events, such as the retirement of one or more other classes of certificates of that series; o provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the trust; o provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology; or o provide for distribution based on collections on the mortgage assets in the trust attributable to prepayment premiums, yield maintenance payments or equity participations. If specified in the prospectus supplement, a series of certificates may include one or more "controlled amortization classes," which will entitle the holders to receive principal distributions according to a specified principal payment schedule. Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the trust remains relatively constant at the rate of prepayment used to establish the specific principal payment schedule for those certificates. Prepayment risk with respect to a given mortgage asset pool does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more other classes of the same series. Each class of certificates, other than certain classes of stripped interest certificates and certain classes of REMIC residual certificates will have an initial stated principal amount. Each class of certificates, other than certain classes of stripped principal certificates and certain classes of REMIC residual certificates, will accrue interest on its certificate balance or, in the case of certain classes of stripped interest certificates, on a notional amount, based on a pass-through rate which may be fixed, variable or adjustable. The prospectus supplement will specify the certificate balance, notional amount and/or pass-through rate for each class of certificates. DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES Interest on each class of certificates (other than certain classes of stripped principal certificates and certain classes of REMIC residual certificates) of each series will accrue at the applicable pass-through rate on the certificate balance and will be paid on a distribution date. However, in the case of certain classes of stripped interest certificates, the notional amount outstanding from time to time will be paid to certificateholders as provided in the prospectus supplement on a specified distribution date. Distributions of interest concerning one or more classes of certificates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates. Interest accrued concerning a class of accrual certificates prior to the occurrence of such an event will either be added to the certificate balance or otherwise deferred as described in the prospectus supplement. Distributions of interest concerning one or more classes of certificates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and in the prospectus supplement. DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES Each class of certificates of each series (other than certain classes of stripped interest certificates and certain classes of REMIC residual certificates) will have a certificate balance. The certificate balance of a class of certificates outstanding from time to time will represent the maximum amount that the holders are then entitled to receive in respect of principal from future cash flow on the assets in the trust. The initial total certificate balance of all classes of a series of certificates will not be greater 8 than the outstanding principal balance of the related mortgage assets as of a specified cut-off date, after application of scheduled payments due on or before that date, whether or not received. As described in the prospectus supplement, distributions of principal with respect to the related series of certificates will be made on each distribution date to the holders of the class certificates of the series then entitled until the certificate balances of those certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates-- o may be made at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the assets in the trust; o may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series; o may be made, subject to certain limitations, based on a specified principal payment schedule; or o may be contingent on the specified principal payment schedule for another class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the trust are received. Unless otherwise specified in the prospectus supplement, distributions of principal of any class of certificates will be made on a pro rata basis among all of the certificates of that class. CREDIT SUPPORT AND CASH FLOW AGREEMENTS If specified in the prospectus supplement, partial or full protection against certain defaults and losses on the assets in the trust may be provided to one or more classes of certificates by (1) subordination of one or more other classes of certificates to classes in the same series, or by (2) one or more other types of credit support, such as a letter of credit, insurance policy, guarantee, reserve fund, cash collateral account, overcollateralization or other credit support. If so provided in the prospectus supplement, the trust may include-- o guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate; or o certain other agreements, such as interest rate exchange agreements, interest rate cap or floor agreements, or other agreements designed to reduce the effects of interest rate fluctuations on the mortgage assets or on one or more classes of certificates. Certain relevant information regarding any applicable credit support or cash flow agreement will be set forth in the prospectus supplement for a series of certificates. ADVANCES As specified in the prospectus supplement, if the trust includes mortgage loans, the master servicer, the special servicer, the trustee, any provider of credit support, and/or another specified person may be obligated to make, or have the option of making, certain advances concerning delinquent scheduled payments of principal and/or interest on mortgage loans. Any advances made concerning a particular mortgage loan will be reimbursable from subsequent recoveries relating to the particular mortgage loan and as described in the prospectus supplement. If specified in the prospectus supplement, any entity making advances may be entitled to receive interest for a specified period during which those advances are outstanding, payable from amounts in the trust. If the trust includes mortgaged-backed securities, any comparable advancing obligation of a party to the related pooling and servicing agreement, or of a party to the related mortgage-backed securities agreement, will be described in the prospectus supplement. OPTIONAL TERMINATION If specified in the prospectus supplement, a series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the trust. If provided in the related 9 prospectus supplement, upon the reduction of the certificate balance of a specified class or classes of certificates by a specified percentage or amount, a specified party may be authorized or required to solicit bids for the purchase of all of the assets of the trust, or of a sufficient portion of those assets to retire that class or classes. CERTAIN FEDERAL INCOME TAX CONSEQUENCES The certificates of each series will constitute or evidence ownership of either-- o "regular interests" and "residual interests" in the trust, or a designated portion of the trust, treated as a REMIC under Sections 860A through 860G of the Code; or o certificates in a trust treated as a grantor trust under applicable provisions of the Code. Investors are advised to consult their tax advisors and to review "Certain Federal Income Tax Consequences" in this prospectus and in the prospectus supplement. CERTAIN ERISA CONSIDERATIONS Fiduciaries of retirement plans and certain other employee benefit plans and arrangements, including individual retirement accounts, individual retirement annuities, Keogh plans, and collective investment funds and separate individual retirement accounts in which such plans, accounts, annuities or arrangements are invested, that are subject to the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, or any materially similar provisions of federal, state or local law should review with their legal advisors whether the purchase or holding of certificates could give rise to a transaction that is prohibited. LEGAL INVESTMENT If so specified in the prospectus supplement, certain classes of certificates will constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. All investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors for assistance in determining whether and to what extent the certificates constitute legal investments for them. See "Legal Investment" in this prospectus. RATING At their respective dates of issuance, each class of certificates will be rated as of investment grade by one or more nationally recognized statistical rating agencies. 10 RISK FACTORS In considering an investment in the certificates of any series, you should consider carefully the following risk factors and the risk factors in the prospectus supplement. THE LIMITED LIQUIDITY OF YOUR CERTIFICATES MAY HAVE AN ADVERSE IMPACT ON YOUR ABILITY TO SELL YOUR CERTIFICATES. The certificates of any series may have limited or no liquidity. You may be forced to bear the risk of investing in the certificates for an indefinite period of time. In addition, you may have no redemption rights, and the certificates are subject to early retirement only under certain circumstances. Lack of a Secondary Market May Limit the Liquidity of Your Certificate. We cannot assure you that a secondary market for the certificates will develop or, if it does develop, that it will provide certificateholders with liquidity of investment or that it will continue for as long as the certificates remain outstanding. The prospectus supplement may indicate that an underwriter intends to establish a secondary market in the certificates, although no underwriter will be obligated to do so. Any secondary market may provide less liquidity to investors than any comparable market for securities relating to single-family mortgage loans. Unless specified in the prospectus supplement, the certificates will not be listed on any securities exchange. The Limited Nature of Ongoing Information Regarding Your Certificate May Adversely Affect Liquidity. The primary source of ongoing information regarding the certificates, including information regarding the status of the related mortgage assets and any credit support for the certificates, will be the periodic reports to certificateholders to be delivered pursuant to the related pooling and servicing agreement. We cannot assure you that any additional ongoing information regarding the certificates will be available through any other source. The limited nature of the information concerning a series of certificates may adversely affect liquidity, even if a secondary market for the certificates does develop. The Liquidity of Your Certificate May Be Affected by External Sources Including Interest Rate Movement. If a secondary market does develop for the certificates, the market value of the certificates will be affected by several factors, including-- o perceived liquidity; o the anticipated cash flow (which may vary widely depending upon the prepayment and default assumptions concerning the underlying mortgage loans); and o prevailing interest rates. The price payable at any given time for certain classes of certificates may be extremely sensitive to small fluctuations in prevailing interest rates. The relative change in price for a certificate in response to an upward or downward movement in prevailing interest rates may not necessarily equal the relative change in price for the certificate in response to an equal but opposite movement in those rates. Therefore, the sale of certificates by a holder in any secondary market that may develop may be at a discount from the price paid by the holder. We are not aware of any source through which price information about the certificates will be generally available on an ongoing basis. THE LIMITED ASSETS OF EACH TRUST MAY ADVERSELY IMPACT YOUR ABILITY TO RECOVER YOUR INVESTMENT IN THE EVENT OF LOSS ON THE UNDERLYING MORTGAGE ASSETS. Unless specified in the prospectus supplement, neither the certificates nor the mortgage assets in the trust will be guaranteed or insured by Banc of America Commercial Mortgage Inc. or any of its affiliates, by any governmental agency or by any other person or entity. No certificate will 11 represent a claim against or security interest in the trust funds for any other series. Therefore, if the related trust fund has insufficient assets to make payments, no other assets will be available for payment of the deficiency, and the holders of one or more classes of the certificates will be required to bear the consequent loss. Amounts on deposit from time to time in certain accounts constituting part of the trust, including the certificate account and any accounts maintained as credit support, may be withdrawn for purposes other than the payment of principal of or interest on the related series of certificates under certain conditions. On any distribution occurring after losses or shortfalls in collections on the mortgage assets have been incurred, all or a portion of those losses or shortfalls will be borne on a disproportionate basis among classes of certificates. CREDIT SUPPORT IS LIMITED AND MAY NOT BE SUFFICIENT TO PREVENT LOSS ON YOUR CERTIFICATES. The prospectus supplement for a series of certificates will describe any credit support. The credit support may not cover all potential losses. For example, credit support may or may not cover loss by reason of fraud or negligence by a mortgage loan originator or other parties. Any losses not covered by credit support may, at least in part, be allocated to one or more classes of certificates. A series of certificates may include one or more classes of subordinate certificates, if provided in the prospectus supplement. Although subordination is intended to reduce the likelihood of temporary shortfalls and ultimate losses to holders of senior certificates, the amount of subordination will be limited and may decline under certain circumstances. In addition, if principal payments on one or more classes of certificates of a series are made in a specified order of priority, any related credit support may be exhausted before the principal of the later-paid classes of certificates of that series have been repaid in full. The impact of losses and shortfalls experienced with respect to the mortgage assets may fall primarily upon those classes of certificates having a later right of payment. If a form of credit support covers the certificates of more than one series and losses on the related mortgage assets exceed the amount of the credit support, it is possible that the holders of certificates of one (or more) series will disproportionately benefit from that credit support, to the detriment of the holders of certificates of one (or more) other series. The amount of any applicable credit support supporting one or more classes of certificates will be determined on the basis of criteria established by each rating agency rating such classes of certificates based on an assumed level of defaults, delinquencies and losses on the underlying mortgage assets and certain other factors. However, we cannot assure you that the loss experience on the related mortgage assets will not exceed such assumed levels. If the losses on the related mortgage assets do exceed such assumed levels, the holders of one or more classes of certificates will be required to bear such additional losses. PREPAYMENTS ON THE UNDERLYING MORTGAGE LOANS WILL AFFECT THE AVERAGE LIFE OF YOUR CERTIFICATES, AND THE RATE AND TIMING OF THOSE PREPAYMENTS MAY BE HIGHLY UNPREDICTABLE. As a result of prepayments on the mortgage loans in the trust, the amount and timing of distributions of principal and/or interest on the certificates of the related series may be highly unpredictable. Prepayments on the mortgage loans in the trust will result in a faster rate of principal payments on one or more classes of the related series of certificates than if payments on those mortgage loans were made as scheduled. Therefore, the prepayment experience on the mortgage loans in the trust may affect the average life of one or more classes of certificates of the related series. The rate of principal payments on pools of mortgage loans varies among pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax and legal factors. For example, if prevailing interest rates fall significantly below the mortgage rates borne by the mortgage loans included in the trust, principal prepayments on those mortgage loans are likely 12 to be higher than if prevailing interest rates remain at or above the rates borne by those mortgage loans. Conversely, if prevailing interest rates rise significantly above the mortgage rates borne by the mortgage loans included in the trust, then principal prepayments on those mortgage loans are likely to be lower than if prevailing interest rates remain at or below the mortgage rates borne by those mortgage loans. We cannot assure you what as to the actual rate of prepayment on the mortgage loans in the trust will be, or that the rate of prepayment will conform to any model in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans in the trust, the retirement of any class of certificates of the related series could occur significantly earlier or later, and its average life could be significantly shorter or longer, than expected. The extent to which prepayments on the mortgage loans in trust ultimately affect the average life of any class of certificates of the related series will depend on the terms and provisions of the certificates. A class of certificates may provide that on any distribution date the holders of the certificates are entitled to a pro rata share of the prepayments on the mortgage loans in the trust fund that are distributable on that date. A class of certificates that entitles the holders to a disproportionately large share of the prepayments on the mortgage loans in the trust increases the likelihood of early retirement of that class if the rate of prepayment is relatively fast. This type of early retirement risk is sometimes referred to as "call risk." A class of certificates that entitles its holders to a disproportionately small share of the prepayments on the mortgage loans in the trust increases the likelihood of an extended average life of that class if the rate of prepayment is relatively slow. This type of prolonged retirement risk is sometimes referred to as "extension risk." As described in the prospectus supplement, the respective entitlements of the various classes of certificate-holders of any series to receive payments (and, in particular, prepayments) of principal of the mortgage loans in the trust may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of certificates of that series) or subject to certain contingencies (e.g., prepayment and default rates with respect to those mortgage loans). A series of certificates may include one or more controlled amortization classes, which will entitle the holders to receive principal distributions according to a specified principal payment schedule. Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the trust remains relatively constant at the rate of prepayment used to establish the specific principal payment schedule for the certificates. Prepayment risk concerning a given mortgage asset pool does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series. As described in the prospectus supplement, a companion class may entitle the holders to a disproportionately large share of prepayments on the mortgage loans in the trust when the rate of prepayment is relatively fast, and/or may entitle the holders to a disproportionately small share of prepayments on the mortgage loans in the trust when the rate of prepayment is relatively slow. A companion class absorbs some (but not all) of the call risk and/or extension risk that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the trust were allocated on a pro rata basis. CERTIFICATES PURCHASED AT A PREMIUM OR A DISCOUNT WILL BE SENSITIVE TO THE RATE OF PRINCIPAL PAYMENT. A series of certificates may include one or more classes offered at a premium or discount. Yields on those classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans in the trust fund. If the amount of interest payable with respect to a class is disproportionately large as compared to the amount of principal, as with certain classes 13 of stripped interest certificates, a holder might fail to recover its original investment under some prepayment scenarios. The yield to maturity of any class of certificates may vary from the anticipated yield due to the degree to which the certificates are purchased at a discount or premium and the amount and timing of distributions. You should consider, in the case of any certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield. In the case of any certificate purchased at a premium, you should consider the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. THE NATURE OF RATINGS ARE LIMITED AND WILL NOT GUARANTEE THAT YOU WILL RECEIVE ANY PROJECTED RETURN ON YOUR CERTIFICATES. Any rating assigned by a rating agency to a class of certificates will reflect only its assessment of the likelihood that holders of the certificates will receive payments to which the certificateholders are entitled under the related pooling and servicing agreement. Such rating will not constitute an assessment of the likelihood that-- o principal prepayments on the related mortgage loans will be made; o the degree to which the rate of such prepayments might differ from that originally anticipated; or o the likelihood of early optional termination of the trust. Any rating will not address the possibility that prepayment of the mortgage loans at a higher or lower rate than anticipated by an investor may cause such investor to experience a lower than anticipated yield or that an investor purchasing a certificate at a significant premium might fail to recover its initial investment under certain prepayment scenarios. Therefore, a rating assigned by a rating agency does not guarantee or ensure the realization of any anticipated yield on a class of certificates. The amount, type and nature of credit support given a series of certificates will be determined on the basis of criteria established by each rating agency rating classes of the certificates of such series. Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. There can be no assurance that the historical data supporting any such actuarial analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of any particular pool of mortgage loans. In other cases, such criteria may be based upon determinations of the values of the properties that provide security for the mortgage loans. However, we cannot assure you that those values will not decline in the future. As a result, the credit support required in respect of the certificates of any series may be insufficient to fully protect the holders of such certificates from losses on the related mortgage asset pool. CERTAIN FACTORS AFFECTING DELINQUENCY, FORECLOSURE AND LOSS OF THE MORTGAGE LOANS. Mortgage loans made on the security of multifamily or commercial property may have a greater likelihood of delinquency and foreclosure, and a greater likelihood of loss than loans made on the security of an owner-occupied single-family property. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. Therefore, the value of an income-producing property is directly related to the net operating income derived from such property. If the net operating income of the property is reduced (for example, if rental or occupancy rates decline or real estate tax rates or other operating expenses increase), the borrower's ability to repay the loan may be impaired. A number of the mortgage loans may be secured by liens on owner-occupied properties or on properties leased to a single tenant or in which only a few tenants 14 produce a material amount of the rental income. As the primary component of the net operating income of a property, rental income (and maintenance payments from tenant stockholders of a Cooperative) and the value of any property are subject to the vagaries of the applicable real estate market and/or business climate. Properties typically leased, occupied or used on a short-term basis, such as health care-related facilities, hotels and motels, and mini-warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties leased, occupied or used for longer periods, such as (typically) warehouses, retail stores, office buildings and industrial plants. Commercial Properties may be secured by owner-occupied properties or properties leased to a single tenant. Therefore, a decline in the financial condition of the borrower or a single tenant may have a disproportionately greater effect on the net operating income from such properties than would be the case with respect to properties with multiple tenants. Changes in the expense components of the net operating income of a property due to the general economic climate or economic conditions in a locality or industry segment, such as (1) increases in interest rates, real estate and personal property tax rates and other operating expenses including energy costs, (2) changes in governmental rules, regulations and fiscal policies, including environmental legislation, and (3) acts of God may also affect the net operating income and the value of the property and the risk of default on the related mortgage loan. In some cases leases of properties may provide that the lessee, rather than the mortgagor, is responsible for payment of certain of these expenses. However, because leases are subject to default risks as well as when a tenant's income is insufficient to cover its rent and operating expenses, the existence of such "net of expense" provisions will only temper, not eliminate, the impact of expense increases on the performance of the related mortgage loan. Additional considerations may be presented by the type and use of a particular property. For instance, properties that operate as hospitals and nursing homes are subject to significant governmental regulation of the ownership, operation, maintenance and financing of health care institutions. Hotel, motel and restaurant properties are often operated pursuant to franchise, management or operating agreements that may be terminable by the franchisor or operator. The transferability of a hotel's or restaurant's operating, liquor and other licenses upon a transfer of the hotel or the restaurant, whether through purchase or foreclosure, is subject to local law requirements. In addition, the concentration of default, foreclosure and loss risks in mortgage loans in the trust will generally be greater than for pools of single-family loans because mortgage loans in the trust generally will consist of a smaller number of higher balance loans than would a pool of single-family loans of comparable aggregate unpaid principal balance. Limited Recourse Nature of the Mortgage Loans May Make Recovery Difficult in the Event that a Mortgage Loan Defaults. We anticipate that some or all of the mortgage loans included in any trust fund will be nonrecourse loans or loans for which recourse may be restricted or unenforceable. In this type of mortgage loan, recourse in the event of borrower default will be limited to the specific real property and other assets that were pledged to secure the mortgage loan. However, even with respect to those mortgage loans that provide for recourse against the borrower and its assets, we cannot assure you that enforcement of such recourse provisions will be practicable, or that the assets of the borrower will be sufficient to permit a recovery concerning a defaulted mortgage loan in excess of the liquidation value of the related property. Cross-Collateralization Provisions May Have Limitations on Their Enforceability. A mortgage pool may include groups of mortgage loans which are cross-collateralized and cross-defaulted. These arrangements are designed primarily to ensure that all of the collateral pledged to secure the respective mortgage loans in a cross-collateralized group. Cash flows generated on these type of mortgage loans are available to support debt service on, and ultimate repayment of, the total indebtedness. These arrangements seek to reduce the risk that the inability of one or more of the mortgaged properties securing any such group of mortgage loans to generate net operating income sufficient to pay debt service will result in defaults and ultimate losses. 15 If the properties securing a group of mortgage loans which are cross-collateralized are not all owned by the same entity, creditors of one or more of the related borrowers could challenge the cross-collateralization arrangement as a fraudulent conveyance. Under federal and state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and was then insolvent, was rendered insolvent by such obligation or transfer or had unreasonably small capital for its business. A creditor seeking to enforce remedies against a property subject to such cross-collateralization to repay such creditor's claim against the related borrower could assert that-- o such borrower was insolvent at the time the cross-collateralized mortgage loans were made; and o such borrower did not, when it allowed its property to be encumbered by a lien securing the indebtedness represented by the other mortgage loans in the group of cross-collateralized mortgage loans, receive fair consideration or reasonably equivalent value for, in effect, "guaranteeing" the performance of the other borrowers. Although the borrower making such "guarantee" will be receiving "guarantees" from each of the other borrowers in return, we cannot assure you that such exchanged "guarantees" would be found to constitute fair consideration or be of reasonably equivalent value. The cross-collateralized mortgage loans may be secured by mortgage liens on properties located in different states. Because of various state laws governing foreclosure or the exercise of a power of sale and because foreclosure actions are usually brought in state court, and the courts of one state cannot exercise jurisdiction over property in another state, it may be necessary upon a default under any such mortgage loan to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of the related mortgages is not impaired or released. Increased Risk of Default Associated With Balloon Payments. Some of the mortgage loans included in the trust may be nonamortizing or only partially amortizing over their terms to maturity. These types of mortgage loans will require substantial payments of principal and interest (that is, balloon payments) at their stated maturity. These loans involve a greater likelihood of default than self-amortizing loans because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the related property. The ability of a borrower to accomplish either of these goals will be affected by-- o the value of the related property; o the level of available mortgage rates at the time of sale or refinancing; o the borrower's equity in the related property; o the financial condition and operating history of the borrower and the related property; o tax laws; o rent control laws (pertaining to certain residential properties); o Medicaid and Medicare reimbursement rates (pertaining to hospitals and nursing homes); o prevailing general economic conditions; and o the availability of credit for loans secured by multifamily or commercial property. Neither Banc of America Commercial Mortgage Inc. nor any of its affiliates will be required to refinance any mortgage loan. As specified in the prospectus supplement, the master servicer or the special servicer will be permitted (within prescribed limits) to extend and modify mortgage loans that are in default or as to which a payment default is imminent. Although the master servicer or the special servicer generally will be required to determine that any such extension or modification is reasonably likely 16 to produce a greater recovery than liquidation, taking into account the time value of money, we cannot assure you that any such extension or modification will in fact increase the present value of receipts from or proceeds of the affected mortgage loans. The Lender Under a Mortgage Loan May Have Difficulty Collecting Rents Upon the Default and/or Bankruptcy of the Related Borrower. Each mortgage loan included in the trust secured by property that is subject to leases typically will be secured by an assignment of leases and rents. Under such an assignment, the mortgagor assigns to the mortgagee its right, title and interest as lessor under the leases of the related property, and the income derived, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender's ability to collect the rents may be adversely affected. The Enforceability of Due-on-Sale and Debt-Acceleration Clauses May Be Limited in Certain Situations. Mortgages may contain a due-on-sale clause, which permits the lender to accelerate the maturity of the mortgage loan if the borrower sells, transfers or conveys the related property or its interest in the property. Mortgages also may include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or nonmonetary default of the mortgagor. Such clauses are generally enforceable subject to certain exceptions. The courts of all states will enforce clauses providing for acceleration in the event of a material payment default. The equity courts of any state, however, may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. Adverse Environmental Conditions May Subject a Mortgage Loan to Additional Risk. Under the laws of certain states, contamination of real property may give rise to a lien on the property to assure the costs of cleanup. In several states, such a lien has priority over an existing mortgage lien on such property. In addition, under the laws of some states and under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, a lender may be liable, as an "owner" or "operator", for costs of addressing releases or threatened releases of hazardous substances at a property, if agents or employees of the lender have become sufficiently involved in the operations of the borrower, regardless of whether the environmental damage or threat was caused by the borrower or a prior owner. A lender also risks such liability on foreclosure of the mortgage. Certain Special Hazard Losses May Subject Your Certificates to an Increased Risk of Loss. Unless otherwise specified in a prospectus supplement, the master servicer and special servicer for the trust will be required to cause the borrower on each mortgage loan in the trust to maintain such insurance coverage in respect of the property as is required under the related mortgage, including hazard insurance. As described in the prospectus supplement, the master servicer and the special servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any property through acquisition of a blanket policy. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, governmental actions, floods and other water- related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of risks. Unless the mortgage specifically requires the mortgagor to insure against physical damage arising from such causes, then, to the extent any consequent losses are not covered by credit support, such losses may be borne, at least in part, by the holders of one or more classes of certificates of the related series. 17 The Recording of the Mortgages in the Name of MERS May Affect the Yield on the Certificates. The mortgages or assignments of mortgage for some of the mortgage loans have been or may be recorded in the name of Mortgage Electronic Registration Systems, Inc. or MERS, solely as nominee for the mortgage loan seller and its successors and assigns. Subsequent assignments of those mortgages are registered electronically through the MERS system. However, if MERS discontinues the MERS system and it becomes necessary to record an assignment of mortgage to the trustee, then any related expenses will be paid by the trust and will reduce the amount available to pay principal of and interest on the certificates. The recording of mortgages in the name of MERS is a new practice in the commercial mortgage lending industry. Public recording officers and others may have limited, if any, experience with lenders seeking to foreclose mortgages, assignments of which are registered with MERS. Accordingly, delays and additional costs in commencing, prosecuting and completing foreclosure proceedings and conducting foreclosure sales of the mortgaged properties could result. Those delays and the additional costs could in turn delay the distribution of liquidation proceeds to certificateholders and increase the amount of losses on the loans. INCLUSION OF DELINQUENT MORTGAGE LOANS IN A MORTGAGE ASSET POOL. If provided in the prospectus supplement, the trust fund for a particular series of certificates may include mortgage loans that are past due. As specified in the related prospectus supplement, the servicing of such mortgage loans will be performed by the special servicer. The same entity may act as both master servicer and special servicer. Credit support provided with respect to a particular series of certificates may not cover all losses related to such delinquent mortgage loans, and investors should consider the risk that the inclusion of such mortgage loans in the trust fund may adversely affect the rate of defaults and prepayments concerning the subject mortgage asset pool and the yield on the certificates of such series. PROSPECTUS SUPPLEMENT To the extent appropriate, the prospectus supplement relating to each series of offered certificates will contain-- o a description of the class or classes of such offered certificates, including the payment provisions with respect to each such class, the aggregate principal amount (if any) of each such class, the rate at which interest accrues from time to time (if at all), with respect to each such class or the method of determining such rate, and whether interest with respect to each such class will accrue from time to time on its aggregate principal amount (if any) or on a specified notional amount (if at all); o information with respect to any other classes of certificates of the same series; o the respective dates on which distributions are to be made; o information as to the assets, including the mortgage assets, constituting the related trust fund; o the circumstances, if any, under which the related trust fund may be subject to early termination; o additional information with respect to the method of distribution of such offered certificates; o whether one or more REMIC elections will be made and the designation of the "regular interests" and "residual interests" in each REMIC to be created and the identity of the person responsible for the various tax-related duties in respect of each REMIC to be created; o the initial percentage ownership interest in the related trust fund to be evidenced by each class of certificates of such series; o information concerning the trustee of the related trust fund; 18 o if the related trust fund includes mortgage loans, information concerning the master servicer and any special servicer of such mortgage loans and the circumstances under which all or a portion, as specified, of the servicing of a mortgage loan would transfer from the master servicer to the special servicer; o information as to the nature and extent of subordination of any class of certificates of such series, including a class of offered certificates; and o whether such offered certificates will be initially issued in definitive or book-entry form. CAPITALIZED TERMS USED IN THIS PROSPECTUS From time to time we use capitalized terms in this prospectus. Each of those capitalized terms will have the meaning assigned to it in the "Glossary" attached to this prospectus. 19 DESCRIPTION OF THE TRUST FUNDS GENERAL The primary assets of each trust fund will consist of mortgage assets which will include-- o various types of multifamily or commercial mortgage loans; o mortgage participations, pass-through certificates or other mortgage-backed securities that evidence interests in, or that are secured by pledges of, one or more of various types of multifamily or commercial mortgage loans; or o a combination of such mortgage loans and mortgage backed securities. We will establish each trust fund and select each mortgage asset. We will purchase mortgage assets to be included in the trust fund and select each mortgage asset from the Mortgage Asset Seller who may not have originated the mortgage asset or issued the MBS and may be our affiliate. We will not insure or guaranty the mortgage assets nor will any of its affiliates or, unless otherwise provided in the related prospectus supplement, by any governmental agency or instrumentality or by any other person. The discussion below under the heading "-- Mortgage Loans", unless otherwise noted, applies equally to mortgage loans underlying any MBS included in a particular trust fund. MORTGAGE LOANS General. The mortgage loans will be evidenced by promissory notes (referred to in this prospectus as mortgage notes) notes secured by mortgages, deeds of trust or similar security instruments (referred to in this prospectus as mortgages) that create first or junior liens on fee or leasehold estates in properties consisting of-- o residential properties consisting of five or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures; or o office buildings, retail stores and establishments, hotels or motels, nursing homes, hospitals or other health care-related facilities, recreational vehicle and mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, entertainment or sports arenas, restaurants, marinas, mixed use or various other types of income-producing properties or unimproved land. These multifamily properties may include mixed commercial and residential structures and apartment buildings owned by private cooperative housing corporations. However, no one of the following types of commercial properties will represent security for a material concentration of the mortgage loans in any trust fund, based on principal balance at the time such trust fund is formed: (1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4) nursing homes, hospitals or other health care-related facilities. Unless otherwise specified in the related prospectus supplement, each mortgage will create a first priority mortgage lien on a borrower's fee estate in a mortgaged property. If a mortgage creates a lien on a borrower's leasehold estate in a property, then, unless otherwise specified in the related prospectus supplement, the term of any such leasehold will exceed the term of the mortgage note by at least ten years. Unless otherwise specified in the related prospectus supplement, each mortgage loan will have been originated by a person other than us; however, such person may be or may have been our affiliate. If so provided in the related prospectus supplement, mortgage assets for a series of certificates may include mortgage loans secured by junior liens, and the loans secured by the related senior liens may not be included in the mortgage pool. The primary risk to holders of mortgage loans secured by junior liens is the possibility that adequate funds will not be received in connection with a foreclosure of the related senior liens to satisfy fully both the senior liens and the mortgage loan. In the event that a holder of a senior lien forecloses on a mortgaged property, the proceeds of the foreclosure or similar sale will be applied first to the payment of court costs and fees in connection 20 with the foreclosure, second to real estate taxes, third in satisfaction of all principal, interest, prepayment or acceleration penalties, if any, and any other sums due and owing to the holder of the senior liens. The claims of the holders of the senior liens will be satisfied in full out of proceeds of the liquidation of the related mortgaged property, if such proceeds are sufficient, before the trust fund as holder of the junior lien receives any payments in respect of the mortgage loan. If the master servicer were to foreclose on any mortgage loan, it would do so subject to any related senior liens. In order for the debt related to such mortgage loan to be paid in full at such sale, a bidder at the foreclosure sale of such mortgage loan would have to bid an amount sufficient to pay off all sums due under the mortgage loan and any senior liens or purchase the mortgaged property subject to such senior liens. In the event that such proceeds from a foreclosure or similar sale of the related mortgaged property are insufficient to satisfy all senior liens and the mortgage loan in the aggregate, the trust fund, as the holder of the junior lien, and, accordingly, holders of one or more classes of the certificates of the related series bear-- o the risk of delay in distributions while a deficiency judgment against the borrower is obtained; and o the risk of loss if the deficiency judgment is not obtained and satisfied. Moreover, deficiency judgments may not be available in certain jurisdictions, or the particular mortgage loan may be a nonrecourse loan, which means that, absent special facts, recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure repayment of the mortgage loan. If so specified in the related prospectus supplement, the mortgage assets for a particular series of certificates may include mortgage loans that are delinquent as of the date such certificates are issued. In that case, the related prospectus supplement will set forth, as to each such mortgage loan, available information as to the period of such delinquency, any forbearance arrangement then in effect, the condition of the related mortgaged property and the ability of the mortgaged property to generate income to service the mortgage debt. Default and Loss Considerations with Respect to the Mortgage Loans. Mortgage loans secured by liens on income-producing properties are substantially different from loans made on the security of owner-occupied single-family homes. The repayment of a loan secured by a lien on an income-producing property is typically dependent upon the successful operation of such property (that is, its ability to generate income). Moreover, as noted above, some or all of the mortgage loans included in a particular trust fund may be nonrecourse loans. Lenders typically look to the Debt Service Coverage Ratio of a loan secured by income-producing property as an important factor in evaluating the likelihood of default on such a loan. The Net Operating Income of a mortgaged property will generally fluctuate over time and may or may not be sufficient to cover debt service on the related mortgage loan at any given time. As the primary source of the operating revenues of a nonowner occupied, income-producing property, rental income (and, with respect to a mortgage loan secured by a cooperative apartment building, maintenance payments from tenant-stockholders of a Cooperative) may be affected by the condition of the applicable real estate market and/or area economy. In addition, properties typically leased, occupied or used on a short-term basis, such as certain health care-related facilities, hotels and motels, and mini-warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties typically leased for longer periods, such as warehouses, retail stores, office buildings and industrial plants. Commercial Properties may be owner-occupied or leased to a small number of tenants. Thus, the Net Operating Income of such a mortgaged property may depend substantially on the financial condition of the borrower or a tenant, and mortgage loans secured by liens on such properties may pose a greater likelihood of default and loss than loans secured by liens on Multifamily Properties or on multi-tenant Commercial Properties. Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or to changes in governmental rules, regulations and 21 fiscal policies, may also affect the likelihood of default on a mortgage loan. As may be further described in the related prospectus supplement, in some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses. However, the existence of such "net of expense" provisions will result in stable Net Operating Income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while continuing to make rent payments. Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor in evaluating the likelihood of loss if a property must be liquidated following a default. The lower the Loan-to-Value Ratio, the greater the percentage of the borrower's equity in a mortgaged property, and thus (a) the greater the incentive of the borrower to perform under the terms of the related mortgage loan (in order to protect such equity) and (b) the greater the cushion provided to the lender against loss on liquidation following a default. Loan-to-Value Ratios will not necessarily constitute an accurate measure of the likelihood of liquidation loss in a pool of mortgage loans. For example, the value of a mortgaged property as of the date of initial issuance of the related series of certificates may be less than the value determined at loan origination, and will likely continue to fluctuate from time to time based upon certain factors including changes in economic conditions and the real estate market. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-producing properties are generally based on-- o the market comparison method (recent resale value of comparable properties at the date of the appraisal), the cost replacement method (the cost of replacing the property at such date); o the income capitalization method (a projection of value based upon the property's projected net cash flow); and o or upon a selection from or interpolation of the values derived from such methods. Each of these appraisal methods can present analytical difficulties. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate and discount rate. Where more than one of these appraisal methods are used and provide significantly different results, an accurate determination of value and, correspondingly, a reliable analysis of the likelihood of default and loss, is even more difficult. Although there may be multiple methods for determining the value of a mortgaged property, value will in all cases be affected by property performance. As a result, if a mortgage loan defaults because the income generated by the related mortgaged property is insufficient to cover operating costs and expenses and pay debt service, then the value of the mortgaged property will reflect that and a liquidation loss may occur. While we believe that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, there can be no assurance that all of such factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--General" and "--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Increased Risk of Default Associated With Balloon Payments". Payment Provisions of the Mortgage Loans. All of the mortgage loans will (1) have had original terms to maturity of not more than 40 years and (2) provide for scheduled payments of principal, interest or both, to be made on specified dates that occur monthly, quarterly, semi-annually or annually. A mortgage loan may-- o provide for no accrual of interest or for accrual of interest at an interest rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower's election from an adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable Mortgage Rate; 22 o provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in its interest rate or to reflect the occurrence of certain events, and may permit negative amortization; o may be fully amortizing or may be partially amortizing or nonamortizing, with a balloon payment due on its stated maturity date; and o may prohibit over its term or for a certain period prepayments and/or require payment of a premium or a yield maintenance payment in connection with certain prepayments, in each case as described in the related prospectus supplement. A mortgage loan may also contain a provision that entitles the lender to a share of appreciation of the related mortgaged property, or profits realized from the operation or disposition of such mortgaged property or the benefit, if any, resulting from the refinancing of the mortgage loan, as described in the related prospectus supplement. See "Certain Legal Aspects of the Mortgage Loans--Default Interest and Limitations on Prepayments" in the prospectus regarding the enforceability of prepayment premiums and yield maintenance charges. Mortgage Loan Information in Prospectus Supplements. Each prospectus supplement will contain certain information pertaining to the mortgage loans in the related trust fund, which, to the extent then applicable, will generally include the following: o the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans; o the type or types of property that provide security for repayment of the mortgage loans; o the earliest and latest origination date and maturity date of the mortgage loans; o the original and remaining terms to maturity of the mortgage loans, or the respective ranges of such terms to maturity, and the weighted average original and remaining terms to maturity of the mortgage loans; o the Loan-to-Value Ratios of the mortgage loans (either at origination or as of a more recent date), or the range of the Loan-to-Value-Ratios, and the weighted average of such Loan-to-Value Ratios; o the Mortgage Rates borne by the mortgage loans, or the range of the Mortgage Rate, and the weighted average Mortgage Rate borne by the mortgage loans; o with respect to mortgage loans with adjustable Mortgage Rates, the index or indices upon which such adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on Mortgage Rate adjustments at the time of any adjustment and over the life of such mortgage loan; o information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums; o the Debt Service Coverage Ratios of the mortgage loans (either at origination or as of a more recent date), or the range Debt Service Coverage Ratios, and the weighted average of such Debt Service Coverage Ratios, and o the geographic distribution of the mortgaged properties on a state-by-state basis. In appropriate cases, the related prospectus supplement will also contain certain information available us that pertains to the provisions of leases and the nature of tenants of the mortgaged properties. If we are unable to provide the specific information described above at the time any offered certificates of a series are initially offered, more general information of the nature described above will be provided in the related prospectus supplement, and specific information will be set forth in a report which will be available to purchasers of those certificates at or before their initial issuance and will be filed as part of a Current Report on Form 8-K with the Securities and Exchange Commission within fifteen days following their issuance. 23 If any mortgage loan, or group of related mortgage loans, constitutes a concentration of credit risk, financial statements or other financial information with respect to the related mortgaged property or mortgaged properties will be included in the related prospectus supplement. If and to the extent available and relevant to an investment decision in the offered certificates of the related series, information regarding the prepayment experience of a master servicer's multifamily and/or commercial mortgage loan servicing portfolio will be included in the related prospectus supplement. However, many servicers do not maintain records regarding such matters or, at least, not in a format that can be readily aggregated. In addition, the relevant characteristics of a master servicer's servicing portfolio may be so materially different from those of the related mortgage asset pool that such prepayment experience would not be meaningful to an investor. For example, differences in geographic dispersion, property type and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment restrictions) between the two pools of loans could render the master servicer's prepayment experience irrelevant. Because of the nature of the assets to be serviced and administered by a special servicer, no comparable prepayment information will be presented with respect to the special servicer's multifamily and/or commercial mortgage loan servicing portfolio. MBS MBS may include (1) private-label (that is, not issued, insured or guaranteed by the United States or any agency or instrumentality of the United States) mortgage participations, mortgage pass-through certificates or other mortgage-backed securities or (2) certificates issued and/or insured or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Governmental National Mortgage Association or the Federal Agricultural Mortgage Corporation, provided that, unless otherwise specified in the related prospectus supplement, each MBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus. Except in the case of a pro rata mortgage participation in a single mortgage loan or a pool of mortgage loans, each MBS included in a mortgage asset pool: (a) either will (1) have been previously registered under the Securities Act of 1933, as amended, (2) be exempt from such registration requirements or (3) have been held for at least the holding period specified in Rule 144(k) under the Securities Act of 1933, as amended; and (b) will have been acquired (other than from us or any of our affiliates) in bona fide secondary market transactions. Any MBS will have been issued pursuant to a MBS agreement which is a participation and servicing agreement, a pooling and servicing agreement, an indenture or similar agreement. The issuer of the MBS and/or the servicer of the underlying mortgage loans will be parties to the MBS agreement, generally together with a trustee or, in the alternative, with the original purchaser or purchasers of the MBS. The MBS may have been issued in one or more classes with characteristics similar to the classes of the offered certificates described in this prospectus. Distributions in respect of the MBS will be made by the issuer of the MBS, the servicer of the MBS, or the trustee of the MBS agreement or the MBS trustee on the dates specified in the related prospectus supplement. The issuer of the MBS or the MBS servicer or another person specified in the related prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the MBS after a certain date or under other circumstances specified in the related prospectus supplement. Reserve funds, subordination or other credit support similar to that described for the offered certificates under "Description of Credit Support" may have been provided with respect to the MBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the MBS, or by the initial purchasers of the MBS. 24 The prospectus supplement for a series of certificates that evidence interests in MBS will specify, to the extent available-- o the aggregate approximate initial and outstanding principal amount(s) and type of the MBS to be included in the trust fund; o the original and remaining term(s) to stated maturity of the MBS, if applicable; o the pass-through or bond rate(s) of the MBS or the formula for determining such rate(s); o the payment characteristics of the MBS; o the issuer of the MBS, servicer of the MBS and trustee of the MBS, as applicable, of each of the MBS; o a description of the related credit support, if any; o the circumstances under which the related underlying mortgage loans, or the MBS themselves, may be purchased prior to their maturity; o the terms on which mortgage loans may be substituted for those originally underlying the MBS; o the type of mortgage loans underlying the MBS and, to the extent available and appropriate under the circumstances, such other information in respect of the underlying mortgage loans described under "--Mortgage Loans--Mortgage Loan Information in Prospectus Supplements"; and o the characteristics of any cash flow agreements that relate to the MBS. CERTIFICATE ACCOUNTS Each trust fund will include one or more accounts established and maintained on behalf of the certificateholders into which all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited to the extent described in this prospectus and in the related prospectus supplement. See "The Pooling and Servicing Agreements-- Certificate Account". CREDIT SUPPORT If so provided in the prospectus supplement for a series of certificates, partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of such series in the form of subordination of one or more other classes of certificates of such series or by one or more other types of credit support, such as a letter of credit, insurance policy, guarantee or reserve fund, among others, or a combination of subordination and credit support. The amount and types of credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of credit support, if any, will be set forth in the prospectus supplement for a series of certificates. See "Risk Factors-- Credit Support Limitations" and "Description of Credit Support". CASH FLOW AGREEMENTS If so provided in the prospectus supplement for a series of certificates, the related trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for such series will be invested at a specified rate. The related trust fund may also include certain other agreements, such as interest rate exchange agreements, interest rate cap or floor agreements, or other agreements designed to reduce the effects of interest rate fluctuations on the mortgage assets on one or more classes of certificates. The principal terms of any such cash flow agreement, including, without limitation, provisions relating to the timing, manner and amount of payments and provisions relating to the termination of the cash flow agreement, will be described in the related prospectus supplement. The related prospectus supplement will also identify the obligor under any such cash flow agreement. 25 YIELD AND MATURITY CONSIDERATIONS GENERAL The yield on any offered certificate will depend on the price paid by the certificateholder, the pass-through rate of the certificate and the amount and timing of distributions on the Certificate. See "Risk Factors--Effect of Prepayments on Average Life of Certificates". The following discussion contemplates a trust fund that consists solely of mortgage loans. While the characteristics and behavior of mortgage loans underlying an MBS can generally be expected to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the MBS. If a trust fund includes MBS, the related prospectus supplement will discuss the effect, if any, that the payment characteristics of the MBS may have on the yield to maturity and weighted average lives of the offered certificates of the related series. PASS-THROUGH RATE The certificates of any class within a series may have a fixed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement with respect to any series of certificates will specify the pass-through rate for each class of offered certificates of such series or, in the case of a class of offered certificates with a variable or adjustable pass-through rate, the method of determining the pass-through rate; the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certificates; and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a cash flow agreement. PAYMENT DELAYS With respect to any series of certificates, a period of time will elapse between the date upon which payments on the mortgage loans in the related trust fund are due and the Distribution Date on which such payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certificateholders on the date they were due. CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST When a principal prepayment in full or in part is made on a mortgage loan, the borrower is generally charged interest on the amount of such prepayment only through the date of such prepayment, instead of through the Due Date for the next succeeding scheduled payment. However, interest accrued on any series of certificates and distributable on any Distribution Date will generally correspond to interest accrued on the mortgage loans to their respective Due Dates during the related Due Period. If a prepayment on any mortgage loan is distributable to Certificateholders on a particular Distribution Date, but such prepayment is not accompanied by interest to the Due Date for such mortgage loan in the related Due Period, then the interest charged to the borrower (net of servicing and administrative fees) may be less than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If and to the extent that any such shortfall is allocated to a class of offered certificates, the yield will be adversely affected. The prospectus supplement for each series of certificates will describe the manner in which any such shortfalls will be allocated among the classes of such certificates. The related prospectus supplement will also describe any amounts available to offset such shortfalls. YIELD AND PREPAYMENT CONSIDERATIONS A certificate's yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation the principal payments to reduce the 26 principal balance (or notional amount, if applicable) of such certificate. The rate of principal payments on the mortgage loans in any trust fund will in turn be affected by the amortization schedules of the mortgage loans (which, in the case of mortgage loans, may change periodically to accommodate adjustments to the corresponding Mortgage Rates), the dates on which any balloon payments are due, and the rate of principal prepayments (including for this purpose, voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the related mortgaged properties, or purchases of mortgage loans out of the related trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as described below), no assurance can be given as to such rate. The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certificates (or, in the case of a class of Stripped Interest Certificates, result in the reduction of the notional amount of the Stripped Interest Certificates). An investor should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans in the related trust fund could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on such mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield. In addition, if an investor purchases an offered certificate at a discount (or premium), and principal payments are made in reduction of the principal balance or notional amount of such investor's offered certificates at a rate slower (or faster) than the rate anticipated by the investor during any particular period, any consequent adverse effects on such investor's yield would not be fully offset by a subsequent increase (or decrease) in the rate of principal payments. In general, the notional amount of a class of Stripped Interest Certificates will either-- o be based on the principal balances of some or all of the mortgage assets in the related trust fund; or o equal the Certificate Balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on such Stripped Interest Certificates will be inversely related to the rate at which payments and other collections of principal are received on such mortgage assets or distributions are made in reduction of the Certificate Balances of such classes of certificates, as the case may be. Consistent with the foregoing, if a class of certificates of any series consists of Stripped Interest Certificates or Stripped Principal Certificates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in Stripped Principal Certificates, and a higher than anticipated rate of principal prepayments on such mortgage loans will negatively affect the yield to investors in Stripped Interest Certificates. If the offered certificates of a series include any such certificates, the related prospectus supplement will include a table showing the effect of various constant assumed levels of prepayment on yields on such certificates. Such tables will be intended to illustrate the sensitivity of yields to various constant assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, yields or prepayment rates. The extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation-- o the availability of mortgage credit, the relative economic vitality of the area in which the mortgaged properties are located; o the quality of management of the mortgaged properties; 27 o the servicing of the mortgage loans; and o possible changes in tax laws and other opportunities for investment. In general, those factors which increase the attractiveness of selling a mortgaged property or refinancing a mortgage loan or which enhance a borrower's ability to do so, as well as those factors which increase the likelihood of default under a mortgage loan, would be expected to cause the rate of prepayment in respect of any mortgage asset pool to accelerate. In contrast, those factors having an opposite effect would be expected to cause the rate of prepayment of any mortgage asset pool to slow. The rate of principal payments on the mortgage loans in any trust fund may also be affected by the existence of Lock-out Periods and requirements that principal prepayments be accompanied by prepayment premiums, and by the extent to which such provisions may be practicably enforced. To the extent enforceable, such provisions could constitute either an absolute prohibition (in the case of a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a borrower's voluntarily prepaying its mortgage loan, thereby slowing the rate of prepayments. The rate of prepayment on a pool of mortgage loans is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. Even in the case of adjustable rate mortgage loans, as prevailing market interest rates decline, and without regard to whether the Mortgage Rates on such adjustable rate mortgage loans decline in a manner consistent with the prevailing market interest rates, the related borrowers may have an increased incentive to refinance for purposes of either (1) converting to a fixed rate loan and thereby "locking in" such rate or (2) taking advantage of a different index, margin or rate cap or floor on another adjustable rate mortgage loan. Therefore, as prevailing market interest rates decline, prepayment speeds would be expected to accelerate. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity in the mortgaged properties, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits. We make no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of such mortgage loans that will be paid as of any date or as to the overall rate of prepayment on such mortgage loans. WEIGHTED AVERAGE LIFE AND MATURITY The rate at which principal payments are received on the mortgage loans in any trust fund will affect the ultimate maturity and the weighted average life of one or more classes of the certificates of such series. Unless otherwise specified in the related prospectus supplement, weighted average life refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar allocable as principal of such instrument is repaid to the investor. The weighted average life and maturity of a class of certificates of any series will be influenced by the rate at which principal on the related mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term "prepayment" includes voluntary prepayments by borrowers and also prepayments resulting from liquidations of mortgage loans due to default, casualties or condemnations affecting the related mortgaged properties and purchases of mortgage loans out of the related trust fund), is paid to such class. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the CPR prepayment model or the SPA prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans for the life of such loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding 28 principal balance of a pool of mortgage loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of such loans in the first month of the life of the loans and an additional 0.2% per annum in each month thereafter until the thirtieth month. Beginning in the thirtieth month, and in each month thereafter during the life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each month. Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of mortgage loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family mortgage loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA. The prospectus supplement with respect to each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates of such series with a Certificate Balance, and the percentage of the initial Certificate Balance of each such class that would be outstanding on specified Distribution Dates, based on the assumptions stated in such prospectus supplement, including assumptions that prepayments on the related mortgage loans are made at rates corresponding to various percentages of CPR or SPA, or at such other rates specified in such prospectus supplement. Such tables and assumptions will illustrate the sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates. OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a particular trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the related mortgaged property, there is a possibility that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or the special servicer, to the extent and under the circumstances set forth in this prospectus and in the related prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of such certificates and, if such certificates were purchased at a discount, reduce the yield. Negative Amortization. The weighted average life of a class of certificates can be affected by mortgage loans that permit negative amortization to occur (that is, mortgage loans that provide for the current payment of interest calculated at a rate lower than the rate at which interest accrues, with the unpaid portion of such interest being added to the related principal balance). Negative amortization on one or more mortgage loans in any trust fund may result in negative amortization on the offered certificates of the related series. The related prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series. The portion of any mortgage loan negative amortization allocated to a class of certificates may result in a deferral of some or all of the interest payable, which deferred interest may be added to the Certificate Balance of the certificates. In addition, an adjustable rate mortgage loan that permits negative amortization would be expected during a period of increasing interest rates to amortize at a slower rate (and perhaps not at all) than if interest rates were declining or were remaining constant. Such slower rate of mortgage loan amortization would correspondingly be reflected in a slower rate of amortization for one or more classes of certificates of the related series. Accordingly, the weighted average lives 29 of mortgage loans that permit negative amortization (and that of the classes of certificates to which any such negative amortization would be allocated or that would bear the effects of a slower rate of amortization on such mortgage loans) may increase as a result of such feature. Negative amortization may occur in respect of an adjustable rate mortgage loan that-- o limits the amount by which its scheduled payment may adjust in response to a change in its Mortgage Rate; o provides that its scheduled payment will adjust less frequently than its Mortgage Rate; or o provides for constant scheduled payments notwithstanding adjustments to its Mortgage Rate. Accordingly, during a period of declining interest rates, the scheduled payment on such a mortgage loan may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable Mortgage Rate, thereby resulting in the accelerated amortization of such mortgage loan. Any such acceleration in amortization of its principal balance will shorten the weighted average life of such mortgage loan and, correspondingly, the weighted average lives of those classes of certificates entitled to a portion of the principal payments on such mortgage loan. The extent to which the yield on any offered certificate will be affected by the inclusion in the related trust fund of mortgage loans that permit negative amortization, will depend upon (1) whether such offered certificate was purchased at a premium or a discount and (2) the extent to which the payment characteristics of such mortgage loans delay or accelerate the distributions of principal on such certificate (or, in the case of a Stripped Interest Certificate, delay or accelerate the reduction of the notional amount of a Stripped Interest Certificate). See "--Yield and Prepayment Considerations" above. Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series. Losses and Shortfalls on the Mortgage Assets. The yield to holders of the offered certificates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage loans in the related trust fund and the timing of such losses and shortfalls. In general, the earlier that any such loss or shortfall occurs, the greater will be the negative effect on yield for any class of certificates that is required to bear the effects of such loss or shortfall. The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support) will be allocated among the respective classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the related prospectus supplement. As described in the related prospectus supplement, such allocations may be effected by (1) a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or (2) establishing a priority of payments among such classes of certificates. The yield to maturity on a class of Subordinate Certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans in the related trust fund. Additional Certificate Amortization. In addition to entitling the holders to a specified portion (which may during specified periods range from none to all) of the principal payments received on 30 the mortgage assets in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of such series, may provide for distributions of principal from-- o amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certificates; o Excess Funds; or o any other amounts described in the related prospectus supplement. The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of such certificates and, if such certificates were purchased at a premium, reduce the yield. The related prospectus supplement will discuss the relevant factors to be considered in determining whether distributions of principal of any class of certificates out of such sources is likely to have any material effect on the rate at which such certificates are amortized and the consequent yield with respect thereto. THE DEPOSITOR We are Banc of America Commercial Mortgage Inc., a Delaware corporation and were organized on December 13, 1995 for the limited purpose of acquiring, owning and transferring mortgage assets and selling interests in the mortgage assets or bonds secured by the mortgage assets. We are a subsidiary of Bank of America, N.A. We maintain our principal office at 214 North Tryon Street, Charlotte, North Carolina 28255. Our telephone number is (704) 386-8509. Unless otherwise noted in the related prospectus supplement, neither we nor any of our affiliates will insure or guarantee distributions on the certificates of any series. DESCRIPTION OF THE CERTIFICATES GENERAL Each series of certificates will represent the entire beneficial ownership interest in the trust fund created pursuant to the related pooling and servicing agreement. As described in the related prospectus supplement, the certificates of each series, including the certificates of such series being offered for sale, may consist of one or more classes of certificates that, among other things: o provide for the accrual of interest on the Certificate Balance or Notional Amount at a fixed, variable or adjustable rate; o constitute Senior Certificates or Subordinate Certificates; o constitute Stripped Interest Certificates or Stripped Principal Certificates; o provide for distributions of interest or principal that commence only after the occurrence of certain events, such as the retirement of one or more other classes of certificates of such series; o provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund; o provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology; or o provide for distributions based on collections on the mortgage assets in the related trust fund attributable to Prepayment Premiums and Equity Participations. If so specified in the related prospectus supplement, a class of certificates may have two or more component parts, each having characteristics that are otherwise described in this prospectus as 31 being attributable to separate and distinct classes. For example, a class of certificates may have a Certificate Balance on which it accrues interest at a fixed, variable or adjustable rate. Such class of certificates may also have certain characteristics attributable to Stripped Interest Certificates insofar as it may also entitle the holders of Stripped Interest Certificates to distributions of interest accrued on a Notional Amount at a different fixed, variable or adjustable rate. In addition, a class of certificates may accrue interest on one portion of its Certificate Balance at one fixed, variable or adjustable rate and on another portion of its Certificate Balance at a different fixed, variable or adjustable rate. Each class of offered certificates of a series will be issued in minimum denominations corresponding to the principal balances or, in case of certain classes of Stripped Interest Certificates or REMIC Residual Certificates, notional amounts or percentage interests, specified in the related prospectus supplement. As provided in the related prospectus supplement, one or more classes of offered certificates of any series may be issued in fully registered, definitive form or may be offered in book-entry format through the facilities of DTC. The offered certificates of each series (if issued in fully registered definitive form) may be transferred or exchanged, subject to any restrictions on transfer described in the related prospectus supplement, at the location specified in the related prospectus supplement, without the payment of any service charges, other than any tax or other governmental charge payable in connection with that transfer or exchange. Interests in a class of certificates offered in book-entry format will be transferred on the book-entry records of DTC and its participating organizations. If so specified in the related prospectus supplement, arrangements may be made for clearance and settlement through Clearstream Banking, societe anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, if they are participants in DTC. DISTRIBUTIONS Distributions on the certificates of each series will be made on each Distribution Date from the Available Distribution Amount for such series and such Distribution Date. The particular components of the Available Distribution Amount for any series and Distribution Date will be more specifically described in the related prospectus supplement. Except as otherwise specified in the related prospectus supplement, the Distribution Date for a series of certificates will be the 11th day of each month (or, if any such 11th day is not a business day, the next succeeding business day), commencing in the month immediately following the month in which such series of certificates is issued. Except as otherwise specified in the related prospectus supplement, distributions on the certificates of each series (other than the final distribution in retirement of any such certificate) will be made to the persons in whose names such certificates are registered at the close of business on the Record Date, and the amount of each distribution will be determined as of the close of business on the date specified in the related prospectus supplement. All distributions with respect to each class of certificates on each Distribution Date will be allocated pro rata among the outstanding certificates in such class in proportion to the respective percentage interests evidenced by those certificates unless otherwise specified in the related prospectus supplement. Payments will be made either by wire transfer in immediately available funds to the account of a certificateholder at a bank or other entity having appropriate facilities therefor, if such certificateholder has provided the person required to make such payments with wiring instructions no later than the related Record Date or such other date specified in the related prospectus supplement (and, if so provided in the related prospectus supplement, such certificate-holder holds certificates in the requisite amount or denomination specified in the prospectus supplement), or by check mailed to the address of such certificateholder as it appears on the Certificate Register; provided, however, that the final distribution in retirement of any class of certificates (whether issued in fully registered definitive form or in book-entry format) will be made only upon presentation and surrender of such certificates at the location specified in the notice to certificateholders of such final distribution. DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES Each class of certificates of each series (other than certain classes of Stripped Principal Certificates and certain classes of REMIC Residual Certificates that have no pass-through rate) may 32 have a different pass-through rate, which in each case may be fixed, variable or adjustable. The related prospectus supplement will specify the pass-through rate or, in the case of a variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class of offered certificates. Unless otherwise specified in the related prospectus supplement, interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Distributions of interest in respect of any class of certificates (other than a class of Accrual Certificates, which will be entitled to distributions of accrued interest commencing only on the Distribution Date or under the circumstances specified in the related prospectus supplement, and other than any class of Stripped Principal Certificates or REMIC Residual Certificates that is not entitled to any distributions of interest) will be made on each Distribution Date based on the Accrued Certificate Interest for such class and such Distribution Date, subject to the sufficiency of that portion, if any, of the Available Distribution Amount allocable to such class on such Distribution Date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on such class will be added to the Certificate Balance of such Accrual Certificates on each Distribution Date or otherwise deferred as described in the related prospectus supplement. Unless otherwise provided in the related prospectus supplement, the Accrued Certificate Interest for each Distribution Date on a class of Stripped Interest Certificates will be similarly calculated except that it will accrue on a Notional Amount. Reference to a Notional Amount with respect to a class of Stripped Interest Certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal. If so specified in the related prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the Certificate Balance of) one or more classes of the certificates of a series may be reduced to the extent that any Prepayment Interest Shortfalls, as described under "Yield and Maturity Considerations--Certain Shortfalls in Collections of Interest", exceed the amount of any sums that are applied to offset the amount of such shortfalls. The particular manner in which such shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the related prospectus supplement. The related prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the Certificate Balance of) a class of offered certificates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the mortgage assets in the related trust fund. Unless otherwise provided in the related prospectus supplement, any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund will result in a corresponding increase in the Certificate Balance of such class. See "Risk Factors--Effect of Prepayments on Average Life of Certificates" and "--Effect of Prepayments on Yield of Certificates" and "Yield and Maturity Considerations--Certain Shortfalls in Collections of Interest". DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES Each class of certificates of each series (other than certain classes of Stripped Interest Certificates and certain classes of REMIC Residual Certificates) will have a Certificate Balance, which, at any time, will equal the then maximum amount that the holders of certificates of such class will be entitled to receive as principal out of the future cash flow on the mortgage assets and other assets included in the related trust fund. The outstanding Certificate Balance of a class of certificates will be reduced by distributions of principal made from time to time and, if and to the extent so provided in the related prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated thereto from time to time. In turn, the outstanding Certificate Balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets being allocated thereto from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the Distribution Date on which distributions of interest are required to commence, by the amount of any Accrued Certificate Interest in respect of 33 such Accrual Certificate (reduced as described above). The initial aggregate Certificate Balance of all classes of a series of certificates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of a specified date, after application of scheduled payments due on or before such date, whether or not received. The initial Certificate Balance of each class of a series of certificates will be specified in the related prospectus supplement. As and to the extent described in the related prospectus supplement, distributions of principal with respect to a series of certificates will be made on each Distribution Date to the holders of the class or classes of certificates of such series entitled thereto until the Certificate Balances of such certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. Distributions of principal with respect to one or more classes of certificates may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. Distributions of principal with respect to Controlled Amortization Classes may be made, subject to available funds, based on a specified principal payment schedule. Distributions of principal with respect to Companion Classes may be contingent on the specified principal payment schedule for a Controlled Amortization Class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Unless otherwise specified in the related prospectus supplement, distributions of principal of any class of offered certificates will be made on a pro rata basis among all of the certificates of such class. DISTRIBUTIONS ON THE CERTIFICATES CONCERNING PREPAYMENT PREMIUMS OR CONCERNING EQUITY PARTICIPATIONS If so provided in the related prospectus supplement, Prepayment Premiums or payments in respect of Equity Participations received on or in connection with the mortgage assets in any trust fund will be distributed on each Distribution Date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in such prospectus supplement. Alternatively, we or any of our affiliates may retain such items or by any other specified person and/or may be excluded as trust assets. ALLOCATION OF LOSSES AND SHORTFALLS The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support) will be allocated among the respective classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the related prospectus supplement. As described in the related prospectus supplement, such allocations may be effected by (1) a reduction in the entitlements to interest and/or the Certificate Balances of one or more such classes of certificates and/or (2) establishing a priority of payments among such classes of certificates. See "Description of Credit Support". ADVANCES IN RESPECT OF DELINQUENCIES If and to the extent provided in the related prospectus supplement, if a trust fund includes mortgage loans, the master servicer, the special servicer, the trustee, any provider of credit support and/or any other specified person may be obligated to advance, or have the option of advancing, on or before each Distribution Date, from its or their own funds or from excess funds held in the related Certificate Account that are not part of the Available Distribution Amount for the related series of certificates for such Distribution Date, an amount up to the aggregate of any payments of principal (other than the principal portion of any balloon payments) and interest that were due on or in respect of such mortgage loans during the related Due Period and were delinquent on the related Determination Date. Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure 34 against losses. Accordingly, all advances made out of a specific entity's own funds will be reimbursable out of related recoveries on the mortgage loans (including amounts drawn under any fund or instrument constituting credit support) respecting which such advances were made and such other specific sources as may be identified in the related prospectus supplement, including, in the case of a series that includes one or more classes of Subordinate Certificates, if so identified, collections on other mortgage assets in the related trust fund that would otherwise be distributable to the holders of one or more classes of such Subordinate Certificates. No advance will be required to be made by a master servicer, special servicer or trustee if, in the judgment of the master servicer, special servicer or trustee, as the case may be, such advance would not be recoverable from recoveries on the mortgage loans or another specifically identified source; and, if previously made by a master servicer, special servicer or trustee, such an advance will be reimbursable thereto from any amounts in the related Certificate Account prior to any distributions being made to the related series of Certificateholders. If advances have been made by a master servicer, special servicer, trustee or other entity from excess funds in a Certificate Account, such master servicer, special servicer, trustee or other entity, as the case may be, will be required to replace such funds in such Certificate Account on or prior to any future Distribution Date to the extent that funds in such Certificate Account on such Distribution Date are less than payments required to be made to the related series of Certificateholders on such date. If so specified in the related prospectus supplement, the obligation of a master servicer, special servicer, trustee or other entity to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, information regarding the characteristics of, and the identity of any obligor on, any such surety bond, will be set forth in the related prospectus supplement. If and to the extent so provided in the related prospectus supplement, any entity making advances will be entitled to receive interest on certain or all of such advances for a specified period during which such advances are outstanding at the rate specified in such prospectus supplement, and such entity will be entitled to payment of such interest periodically from general collections on the mortgage loans in the related trust fund prior to any payment to the related series of Certificateholders or as otherwise provided in the related pooling and servicing agreement and described in such prospectus supplement. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes MBS will describe any comparable advancing obligation of a party to the related pooling and servicing agreement or of a party to the agreement pursuant to which the MBS was issued. REPORTS TO CERTIFICATEHOLDERS On each Distribution Date, together with the distribution to the holders of each class of the offered certificates of a series, a master servicer, manager or trustee, as provided in the related prospectus supplement, will forward to each such holder, a Distribution Date Statement that, unless otherwise provided in the related prospectus supplement, will set forth, among other things, in each case to the extent applicable: o the amount of such distribution to holders of such class of offered certificates that was applied to reduce the Certificate Balance of such class; o the amount of such distribution to holders of such class of offered certificates that was applied to pay Accrued Certificate Interest; o the amount, if any, of such distribution to holders of such class of offered certificates that was allocable to (A) Prepayment Premiums and (B) payments on account of Equity Participations; o the amount, if any, by which such distribution is less than the amounts to which holders of such class of offered certificates are entitled; o if the related trust fund includes mortgage loans, the aggregate amount of advances included in such distribution; 35 o if the related trust fund includes mortgage loans, the amount of servicing compensation received by the related master servicer (and, if payable directly out of the related trust fund, by any special servicer and any sub-servicer) and, if the related trust fund includes MBS, the amount of administrative compensation received by the MBS Administrator; o information regarding the aggregate principal balance of the related mortgage assets on or about such Distribution Date; o if the related trust fund includes mortgage loans, information regarding the number and aggregate principal balance of such mortgage loans that are delinquent; o if the related trust fund includes mortgage loans, information regarding the aggregate amount of losses incurred and principal prepayments made with respect to such mortgage loans during the specified period, generally corresponding in length to the period between Distribution Dates, during which prepayments and other unscheduled collections on the mortgage loans in the related trust fund must be received in order to be distributed on a particular Distribution Date); o the Certificate Balance or Notional Amount, as the case may be, of such class of certificates at the close of business on such Distribution Date, separately identifying any reduction in such Certificate Balance or Notional Amount due to the allocation of any losses in respect of the related mortgage assets, any increase in such Certificate Balance or Notional Amount due to the allocation of any negative amortization in respect of the related mortgage assets and any increase in the Certificate Balance of a class of Accrual Certificates, if any, in the event that Accrued Certificate Interest has been added to such balance; o if such class of offered certificates has a variable pass-through rate or an adjustable pass-through rate, the pass-through rate applicable thereto for such Distribution Date and, if determinable, for the next succeeding Distribution Date; o the amount deposited in or withdrawn from any reserve fund on such Distribution Date, and the amount remaining on deposit in such reserve fund as of the close of business on such Distribution Date; o if the related trust fund includes one or more instruments of credit support, such as a letter of credit, an insurance policy and/or a surety bond, the amount of coverage under each such instrument as of the close of business on such Distribution Date; and o the amount of credit support being afforded by any classes of Subordinate Certificates. In the case of information furnished pursuant to the first 3 bulleted items above, the amounts will be expressed as a dollar amount per specified denomination of the relevant class of offered certificates or as a percentage. The prospectus supplement for each series of certificates may describe additional information to be included in reports to the holders of the offered certificates of such series. Within a reasonable period of time after the end of each calendar year, the master servicer, manager or trustee for a series of certificates, as the case may be, will be required to furnish to each person who at any time during the calendar year was a holder of an offered certificate of such series a statement containing the information set forth in the first 3 bulleted items above, aggregated for such calendar year or the applicable portion during which such person was a certificateholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Internal Revenue Code of 1986, as amended, are from time to time in force. See, however, "--Book-Entry Registration and Definitive Certificates" below. If the trust fund for a series of certificates includes MBS, the ability of the related master servicer, manager or trustee, as the case may be, to include in any Distribution Date Statement information regarding the mortgage loans underlying such MBS will depend on the reports received with respect to such MBS. In such cases, the related prospectus supplement will describe the 36 loan-specific information to be included in the Distribution Date Statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them. VOTING RIGHTS The voting rights evidenced by each series of certificates will be allocated among the respective classes of such series in the manner described in the related prospectus supplement. Certificateholders will generally not have a right to vote, except with respect to required consents to certain amendments to the related pooling and servicing agreement and as otherwise specified in the related prospectus supplement. See "The Pooling and Servicing Agreements-- Amendment". The holders of specified amounts of certificates of a particular series will have the right to act as a group to remove the related trustee and also upon the occurrence of certain events which if continuing would constitute an Event of Default on the part of the related master servicer, special servicer or REMIC administrator. See "The Pooling and Servicing Agreements--Events of Default", "--Rights Upon Event of Default" and "--Resignation and Removal of the Trustee". TERMINATION The obligations created by the pooling and servicing agreement for each series of certificates will terminate following (1) the final payment or other liquidation of the last mortgage asset subject thereto or the disposition of all property acquired upon foreclosure of any mortgage loan subject thereto and (2) the payment (or provision for payment) to the Certificateholders of that series of all amounts required to be paid to them pursuant to such pooling and servicing agreement. Written notice of termination of a pooling and servicing agreement will be given to each certificateholder of the related series, and the final distribution will be made only upon presentation and surrender of the certificates of such series at the location to be specified in the notice of termination. If so specified in the related prospectus supplement, a series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the related trust fund by the party or parties specified in the prospectus supplement, under the circumstances and in the manner set forth in the prospectus supplement. If so provided in the related prospectus supplement upon the reduction of the Certificate Balance of a specified class or classes of certificates by a specified percentage or amount or upon a specified date, a party designated in the prospectus supplement may be authorized or required to solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufficient portion of such mortgage assets to retire such class or classes, under the circumstances and in the manner set forth in the prospectus supplement. BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES If so provided in the prospectus supplement for a series of certificates, one or more classes of the offered certificates of such series will be offered in book-entry format through the facilities of DTC, and each such class will be represented by one or more global certificates registered in the name of DTC or its nominee. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking corporation" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations and facilitate the clearance and settlement of securities transactions between its participating organizations through electronic computerized book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. The rules applicable to DTC and its participating organizations are on file with the Securities and Exchange Commission. 37 Purchases of book-entry certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the book-entry certificates on DTC's records. The ownership interest of each actual purchaser of a Book-Entry Certificate is in turn to be recorded on the Direct and Indirect Participants' records. Certificate Owners will not receive written confirmation from DTC of their purchases, but Certificate Owners are expected to receive written confirmations providing details of such transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which each Certificate Owner entered into the transaction. Transfers of ownership interests in the book-entry certificates are to be accomplished by entries made on the books of DTC's participating organizations acting on behalf of Certificate Owners. Certificate Owners will not receive certificates representing their ownership interests in the book-entry certificates, except in the event that use of the book-entry system for the book-entry certificates of any series is discontinued as described below. DTC has no knowledge of the actual Certificate Owners of the book-entry certificates; DTC's records reflect only the identity of the Direct Participants to whose accounts such certificates are credited, which may or may not be the Certificate Owners. DTC's participating organizations will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Distributions on the book-entry certificates will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the related Distribution Date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date. Disbursement of such distributions by DTC's participating organizations to Certificate Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of each such participating organization (and not of DTC, the depositor or any trustee, master servicer, special servicer or Manager), subject to any statutory or regulatory requirements as may be in effect from time to time. Accordingly, under a book-entry system, Certificate Owners may receive payments after the related Distribution Date. Unless otherwise provided in the related prospectus supplement, the only Certificateholder of book-entry certificates will be the nominee of DTC, and the Certificate Owners will not be recognized as certificateholders under the pooling and servicing agreement. Certificate Owners will be permitted to exercise the rights of certificateholders under the related pooling and servicing agreement only indirectly through DTC's participating organization who in turn will exercise their rights through DTC. We have been informed that DTC will take action permitted to be taken by a certificateholder under a pooling and servicing agreement only at the direction of one or more Direct Participants to whose account with DTC interests in the book-entry certificates are credited. Because DTC can act only on behalf of Direct Participants, who in turn act on behalf of Indirect Participants and certain Certificate Owners, the ability of a Certificate Owner to pledge its interest in book-entry certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in book-entry certificates, may be limited due to the lack of a physical certificate evidencing such interest. Unless otherwise specified in the related prospectus supplement, certificates initially issued in book-entry form will be issued in fully registered definitive form to Certificate Owners or their nominees, rather than to DTC or its nominee, only if (1) the depositor advises the trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to such certificates and the depositor is unable to locate a qualified successor or (2) the depositor notifies DTC of its intent to terminate the book-entry system through DTC and, upon receipt of notice of such intent from DTC, the Participants holding beneficial interests in the Certificates agree to initiate such termination. Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all Direct Participants of the availability 38 through DTC of Certificates in fully registered form. Upon surrender by DTC of the certificate or certificates representing a class of book-entry certificates, together with instructions for registration, the trustee for the related series or other designated party will be required to issue to the Certificate Owners identified in such instructions the Certificates in fully registered definitive form to which they are entitled, and thereafter the holders of such Definitive Certificates will be recognized as "certificateholders" under and within the meaning of the related pooling and servicing agreement. THE POOLING AND SERVICING AGREEMENTS GENERAL The certificates of each series will be issued pursuant to a Pooling and Servicing Agreement. In general, the parties to a Pooling and Servicing Agreement will include the depositor, the trustee, the master servicer, the special servicer and, if one or more REMIC elections have been made with respect to the trust fund, the REMIC administrator. However, a Pooling and Servicing Agreement that relates to a trust fund that includes MBS may include a manager as a party, but may not include a master servicer, special servicer or other servicer as a party. All parties to each Pooling and Servicing Agreement under which certificates of a series are issued will be identified in the related prospectus supplement. If so specified in the related prospectus supplement, an affiliate of the depositor, or the mortgage asset seller may perform the functions of master servicer, special servicer, manager or REMIC administrator. If so specified in the related prospectus supplement, the master servicer may also perform the duties of special servicer, and the master servicer, the special servicer or the trustee may also perform the duties of REMIC administrator. Any party to a Pooling and Servicing Agreement or any affiliate of any party may own certificates issued under the Pooling and Servicing Agreement; however, unless other specified in the related prospectus supplement, except with respect to required consents to certain amendments to a Pooling and Servicing Agreement, certificates issued under the Pooling and Servicing Agreement that are held by the master servicer or special servicer for the related Series will not be allocated Voting Rights. A form of a pooling and servicing agreement has been filed as an exhibit to the Registration Statement of which this prospectus is a part. However, the provisions of each Pooling and Servicing Agreement will vary depending upon the nature of the certificates to be issued under the Pooling and Servicing Agreement and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a Pooling and Servicing Agreement under which certificates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certificates will describe any provision of the related Pooling and Servicing Agreement that materially differs from the description of the Pooling and Servicing Agreement contained in this prospectus and, if the related trust fund includes MBS, will summarize all of the material provisions of the related agreement that provided for the issuance of the MBS. The summaries in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Pooling and Servicing Agreement for each series of certificates and the description of such provisions in the related prospectus supplement. We will provide a copy of the Pooling and Servicing Agreement (without exhibits) that relates to any series of certificates without charge upon written request of a holder of a certificate of such series addressed to it at its principal executive offices specified in this prospectus under "The Depositor". ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES At the time of issuance of any series of certificates, we will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, unless otherwise specified in the related prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-off Date, other than principal and interest due on or before the Cut-off Date. The trustee will, concurrently with such assignment, deliver the certificates to or at our direction in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identified in a schedule appearing as an exhibit to the related Pooling and Servicing Agreement. Such schedule generally 39 will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include the address of the related mortgaged property and type of such property; the Mortgage Rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information; the original and remaining term to maturity; the amortization term; and the original and outstanding principal balance. In addition, unless otherwise specified in the related prospectus supplement, we will, as to each mortgage loan to be included in a trust fund, deliver, or cause to be delivered, to the related trustee (or to a custodian appointed by the trustee as described below) the mortgage note endorsed, without recourse, either in blank or to the order of such trustee (or its nominee), the mortgage with evidence of recording indicated (except for any mortgage not returned from the public recording office), an assignment of the mortgage in blank or to the trustee (or its nominee) in recordable form, together with any intervening assignments of the mortgage with evidence of recording (except for any such assignment not returned from the public recording office), and, if applicable, any riders or modifications to such mortgage note and mortgage, together with certain other documents at such times as set forth in the related Pooling and Servicing Agreement. Such assignments may be blanket assignments covering mortgages on mortgaged properties located in the same county, if permitted by law. Notwithstanding the foregoing, a trust fund may include mortgage loans where the original mortgage note is not delivered to the trustee if we deliver or cause to be delivered, to the related trustee (or such custodian) a copy or a duplicate original of the mortgage note, together with an affidavit certifying that the original mortgage note has been lost or destroyed. In addition, if we cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording concurrently with the execution and delivery of the related Pooling and Servicing Agreement because of a delay caused by the public recording office, we will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment as submitted for recording. We will deliver, or cause to be delivered, to the related trustee (or such custodian) such mortgage or assignment with evidence of recording indicated after receipt of such mortgage from the public recording office. If we cannot deliver, with respect to any mortgage loan, the mortgage or any intervening assignment with evidence of recording concurrently with the execution and delivery of the related Pooling and Servicing Agreement because such mortgage or assignment has been lost, we will deliver, or cause to be delivered, to the related trustee (or such custodian) a true and correct photocopy of such mortgage or assignment with evidence of recording. Unless otherwise specified in the related prospectus supplement, assignments of mortgage to the trustee (or its nominee) will be recorded in the appropriate public recording office, except in states where, in the opinion of counsel acceptable to the trustee, such recording is not required to protect the trustee's interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of us or the originator of such mortgage loan. Notwithstanding the foregoing, with respect to any mortgage for which the related assignment of mortgage, assignment of assignment of leases, security agreements and/or UCC financing statements has been recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage, assignment of assignment of leases, security agreements and/or UCC financing statements in favor of the trustee will be required to be prepared or delivered and instead, the mortgage loan seller shall take all actions as are necessary to cause the Trust to be shown as, and the trustee shall take all actions necessary to confirm that it is shown as, the owner of the related Mortgage Loan on the records of MERS for purposes of the system or recording transfers of beneficial ownership of mortgages maintained by MERS. The trustee (or a custodian appointed by the trustee) for a series of certificates will be required to review the mortgage loan documents delivered to it within a specified period of days after receipt of the mortgage loan documents, and the trustee (or such custodian) will hold such documents in trust for the benefit of the certificateholders of such series. Unless otherwise specified in the related prospectus supplement, if any such document is found to be missing or defective, and such omission or defect, as the case may be, materially and adversely affects the interests of the certificateholders of the related series, the trustee (or such custodian) will be required to notify the 40 master servicer, the special servicer and the depositor, and one of such persons will be required to notify the relevant mortgage asset seller. In that case, and if the mortgage asset seller cannot deliver the document or cure the defect within a specified number of days after receipt of such notice, then, except as otherwise specified below or in the related prospectus supplement, the mortgage asset seller will be obligated to repurchase the related mortgage loan from the trustee at a price generally equal to the Purchase Price, or at such other price as will be specified in the related prospectus supplement. If so provided in the prospectus supplement for a series of certificates, a mortgage asset seller, in lieu of repurchasing a mortgage loan as to which there is missing or defective loan documentation, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement. Unless otherwise specified in the related prospectus supplement, this repurchase or substitution obligation will constitute the sole remedy to holders of the certificates of any series or to the related trustee on their behalf for missing or defective mortgage loan documentation, and neither we nor, unless it is the mortgage asset seller, the master servicer or the special servicer will be obligated to purchase or replace a mortgage loan if a mortgage asset seller defaults on its obligation to do so. The trustee will be authorized at any time to appoint one or more custodians pursuant to a custodial agreement to hold title to the mortgage loans in any trust fund and to maintain possession of and, if applicable, to review the documents relating to such mortgage loans, in any case as the agent of the trustee. The identity of any such custodian to be appointed on the date of initial issuance of the certificates will be set forth in the related prospectus supplement. Any such custodian may be one of our affiliates. REPRESENTATIONS AND WARRANTIES; REPURCHASES Unless otherwise provided in the prospectus supplement for a series of certificates, the depositor will, with respect to each mortgage loan in the related trust fund, make or assign, or cause to be made or assigned, certain representations and warranties covering, by way of example-- o the accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related Pooling and Servicing Agreement; o the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage; o the Warranting Party's title to the mortgage loan and the authority of the Warranting Party to sell the mortgage loan; and o the payment status of the mortgage loan. It is expected that in most cases the Warranting Party will be the mortgage asset seller; however, the Warranting Party may also be an affiliate of the mortgage asset seller, the depositor or an affiliate of the depositor, the master servicer, the special servicer or another person acceptable to the depositor. The Warranting Party, if other than the mortgage asset seller, will be identified in the related prospectus supplement. Unless otherwise provided in the related prospectus supplement, each Pooling and Servicing Agreement will provide that the master servicer and/or trustee will be required to notify promptly any Warranting Party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the Certificateholders of the related series. If such Warranting Party cannot cure such breach within a specified period following the date on which it was notified of such breach, then, unless otherwise provided in the related prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee at the applicable Purchase Price. If so provided in the prospectus supplement for a series of certificates, a Warranting Party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other 41 mortgage loans, in accordance with standards that will be described in the prospectus supplement. Unless otherwise specified in the related prospectus supplement, this repurchase or substitution obligation will constitute the sole remedy available to holders of the certificates of any series or to the related trustee on their behalf for a breach of representation and warranty by a Warranting Party, and neither the depositor nor the master servicer, in either case unless it is the Warranting Party, will be obligated to purchase or replace a mortgage loan if a Warranting Party defaults on its obligation to do so. In some cases, representations and warranties will have been made in respect of a mortgage loan as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certificates if anything has come to the depositor's attention that would cause it to believe that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of the date of issuance. The date as of which the representations and warranties regarding the mortgage loans in any trust fund were made will be specified in the related prospectus supplement. COLLECTION AND OTHER SERVICING PROCEDURES Unless otherwise specified in the related prospectus supplement, the master servicer and the special servicer for any mortgage pool, directly or through sub-servicers, will each be obligated under the related Pooling and Servicing Agreement to service and administer the mortgage loans in such mortgage pool for the benefit of the related certificateholders, in accordance with applicable law and further in accordance with the terms of such Pooling and Servicing Agreement, such mortgage loans and any instrument of credit support included in the related trust fund. Subject to the foregoing, the master servicer and the special servicer will each have full power and authority to do any and all things in connection with such servicing and administration that it may deem necessary and desirable. As part of its servicing duties, each of the master servicer and the special servicer will be required to make reasonable efforts to collect all payments called for under the terms and provisions of the mortgage loans that it services and will be obligated to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided (1) such procedures are consistent with the terms of the related Pooling and Servicing Agreement and (2) do not impair recovery under any instrument of credit support included in the related trust fund. Consistent with the foregoing, the master servicer and the special servicer will each be permitted, in its discretion, unless otherwise specified in the related prospectus supplement, to waive any Prepayment Premium, late payment charge or other charge in connection with any mortgage loan. The master servicer and the special servicer for any trust fund, either separately or jointly, directly or through sub-servicers, will also be required to perform as to the mortgage loans in such trust fund various other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts, if required under the related Pooling and Servicing Agreement, for payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; negotiating modifications; conducting property inspections on a periodic or other basis; managing (or overseeing the management of) mortgaged properties acquired on behalf of such trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise; and maintaining servicing records relating to such mortgage loans. The related prospectus supplement will specify when and the extent to which servicing of a mortgage loan is to be transferred from the master servicer to the special servicer. In general, and subject to the discussion in the related prospectus supplement, a special servicer will be responsible for the servicing and administration of-- o mortgage loans that are delinquent in respect of a specified number of scheduled payments; 42 o mortgage loans as to which the related borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or similar insolvency proceeding, or the related borrower has become the subject of a decree or order for such a proceeding which shall have remained in force undischarged or unstayed for a specified number of days; and o REO Properties. If so specified in the related prospectus supplement, a Pooling and Servicing Agreement also may provide that if a default on a mortgage loan has occurred or, in the judgment of the related master servicer, a payment default is reasonably foreseeable, the related master servicer may elect to transfer the servicing of the mortgage loan, in whole or in part, to the related special servicer. Unless otherwise provided in the related prospectus supplement, when the circumstances no longer warrant a special servicer's continuing to service a particular mortgage loan (e.g., the related borrower is paying in accordance with the forbearance arrangement entered into between the special servicer and such borrower), the master servicer will resume the servicing duties with respect thereto. If and to the extent provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement, a special servicer may perform certain limited duties in respect of mortgage loans for which the master servicer is primarily responsible (including, if so specified, performing property inspections and evaluating financial statements); and a master servicer may perform certain limited duties in respect of any mortgage loan for which the special servicer is primarily responsible (including, if so specified, continuing to receive payments on such mortgage loan (including amounts collected by the special servicer)), making certain calculations with respect to such mortgage loan and making remittances and preparing certain reports to the trustee and/or certificateholders with respect to such mortgage loan. Unless otherwise specified in the related prospectus supplement, the master servicer will be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of credit support. See "Description of Credit Support". A mortgagor's failure to make required mortgage loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a mortgagor that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and otherwise to maintain and insure the related mortgaged property. In general, the related special servicer will be required to monitor any mortgage loan that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related mortgaged property, initiate corrective action in cooperation with the Mortgagor if cure is likely, inspect the related mortgaged property and take such other actions as it deems necessary and appropriate. A significant period of time may elapse before the special servicer is able to assess the success of any such corrective action or the need for additional initiatives. The time within which the special servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certificateholders of the related series may vary considerably depending on the particular mortgage loan, the mortgaged property, the mortgagor, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a mortgagor files a bankruptcy petition, the special servicer may not be permitted to accelerate the maturity of the mortgage loan or to foreclose on the related mortgaged property for a considerable period of time. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws." Mortgagors may, from time to time, request partial releases of the mortgaged properties, easements, consents to alteration or demolition and other similar matters. In general, the master servicer may approve such a request if it has determined, exercising its business judgment in accordance with the applicable servicing standard, that such approval will not adversely affect the security for, or the timely and full collectibility of, the related mortgage loan. Any fee collected by the master servicer for processing such request will be retained by the master servicer as additional servicing compensation. 43 In the case of mortgage loans secured by junior liens on the related mortgaged properties, unless otherwise provided in the related prospectus supplement, the master servicer will be required to file (or cause to be filed) of record a request for notice of any action by a superior lienholder under a senior lien for the protection of the related trustee's interest, where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder's equity of redemption. Unless otherwise specified in the related prospectus supplement, the master servicer also will be required to notify any superior lienholder in writing of the existence of the mortgage loan and request notification of any action (as described below) to be taken against the mortgagor or the mortgaged property by the superior lienholder. If the master servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the related senior lien, or has declared or intends to declare a default under the mortgage or the promissory note secured by that senior lien, or has filed or intends to file an election to have the related mortgaged property sold or foreclosed, then, unless otherwise specified in the related prospectus supplement, the master servicer and the special servicer will each be required to take, on behalf of the related trust fund, whatever actions are necessary to protect the interests of the related certificateholders and/or to preserve the security of the related mortgage loan, subject to the application of the REMIC Provisions. Unless otherwise specified in the related prospectus supplement, the master servicer or special servicer, as applicable, will be required to advance the necessary funds to cure the default or reinstate the senior lien, if such advance is in the best interests of the related certificateholders and the master servicer or special servicer, as applicable, determines such advances are recoverable out of payments on or proceeds of the related mortgage loan. SUB-SERVICERS A master servicer or special servicer may delegate its servicing obligations in respect of the mortgage loans to one or more third-party sub-servicers; provided that, unless otherwise specified in the related prospectus supplement, such master servicer or special servicer will remain obligated under the related Pooling and Servicing Agreement. A sub-servicer for any series of certificates may be an affiliate of the depositor. Unless otherwise provided in the related prospectus supplement, each subservicing agreement between a master servicer and a sub-servicer must provide for servicing of the applicable mortgage loans consistent with the related Pooling and Servicing Agreement. Unless otherwise provided in the related prospectus supplement, the master servicer and special servicer in respect of any mortgage asset pool will each be required to monitor the performance of sub-servicers retained by it and will have the right to remove a sub-servicer retained by it at any time it considers such removal to be in the best interests of certificateholders. Unless otherwise provided in the related prospectus supplement, a master servicer or special servicer will be solely liable for all fees owed by it to any sub-servicer, irrespective of whether the master servicer's or special servicer's compensation pursuant to the related Pooling and Servicing Agreement is sufficient to pay such fees. Each Sub-Servicer will be reimbursed by the master servicer or special servicer, as the case may be, that retained it for certain expenditures which it makes, generally to the same extent such master servicer or special servicer would be reimbursed under a Pooling and Servicing Agreement. See "--Certificate Account" and "--Servicing Compensation and Payment of Expenses". CERTIFICATE ACCOUNT General. The master servicer, the trustee and/or the special servicer will, as to each trust fund that includes mortgage loans, establish and maintain or cause to be established and maintained the corresponding Certificate Account, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certificates of the related series. A Certificate Account may be maintained as an interest-bearing or a noninterest-bearing account and the funds held in the Certificate Account may be invested pending each succeeding Distribution Date in United States government securities and other obligations that are acceptable to each rating 44 agency that has rated any one or more classes of certificates of the related series. Unless otherwise provided in the related prospectus supplement, any interest or other income earned on funds in a Certificate Account will be paid to the related master servicer, trustee or special servicer as additional compensation. A Certificate Account may be maintained with the related master servicer, special servicer, trustee or mortgage asset seller or with a depository institution that is an affiliate of any of the foregoing or of the depositor, provided that it complies with applicable rating agency standards. If permitted by the applicable rating agency, a Certificate Account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or special servicer or serviced by either on behalf of others. Deposits. Unless otherwise provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement, the following payments and collections received or made by the master servicer, the trustee or the special servicer subsequent to the Cut-off Date (other than payments due on or before the Cut-off Date) are to be deposited in the Certificate Account for each trust fund that includes mortgage loans, within a certain period following receipt (in the case of collections on or in respect of the mortgage loans) or otherwise as provided in the related Pooling and Servicing Agreement-- o all payments on account of principal, including principal prepayments, on the mortgage loans; o all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion of such default interest retained by the master servicer or the special servicer as its servicing compensation or as compensation to the trustee; o all proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan or in connection with the full or partial condemnation of a mortgaged property (other than proceeds applied to the restoration of the property or released to the related borrower) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect of such defaulted mortgage loans, by foreclosure or otherwise, together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise; o any amounts paid under any instrument or drawn from any fund that constitutes credit support for the related series of certificates; o any advances made with respect to delinquent scheduled payments of principal and interest on the mortgage loans; o any amounts paid under any cash flow agreement; o all proceeds of the purchase of any mortgage loan, or property acquired in respect of a mortgage loan, by the depositor, any mortgage asset seller or any other specified person as described under "--Assignment of Mortgage Loans; Repurchases" and "--Representations and Warranties; Repurchases", all proceeds of the purchase of any defaulted mortgage loan as described under "--Realization Upon Defaulted Mortgage Loans", and all proceeds of any mortgage asset purchased as described under "Description of the Certificates-- Termination"; o to the extent that any such item does not constitute additional servicing compensation to the master servicer or the special servicer and is not otherwise retained by the depositor or another specified person, any payments on account of modification or assumption fees, late payment charges, Prepayment Premiums or Equity Participations with respect to the mortgage loans; 45 o all payments required to be deposited in the Certificate Account with respect to any deductible clause in any blanket insurance policy as described under "--Hazard Insurance Policies"; o any amount required to be deposited by the master servicer, the special servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer, the special servicer or the trustee, as the case may be, of funds held in the Certificate Account; and o any other amounts required to be deposited in the Certificate Account as provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement. Withdrawals. Unless otherwise provided in the related Pooling and Servicing Agreement and described in the related prospectus supplement, a master servicer, trustee or special servicer may make withdrawals from the Certificate Account for each trust fund that includes mortgage loans for any of the following purposes-- o to make distributions to the certificateholders on each Distribution Date; o to pay the master servicer or the special servicer any servicing fees not previously retained by the master servicer or special servicer, such payment to be made out of payments and other collections of interest on the particular mortgage loans as to which such fees were earned; o to reimburse the master servicer, the special servicer or any other specified person for unreimbursed advances of delinquent scheduled payments of principal and interest made by it, and certain unreimbursed servicing expenses incurred by it, with respect to particular mortgage loans in the trust fund and particular properties acquired in respect of the trust fund. Reimbursement for advances made or expenses incurred that are related to particular mortgage loans or properties will normally only be made out of amounts that represent late payments collected on those mortgage loans, Liquidation Proceeds, Insurance and Condemnation Proceeds collected on those mortgage loans and properties, any form of credit support related to those mortgage loans and net income collected on those properties. However, if in the judgment of the master servicer, the special servicer or such other person, as applicable, the advances and/or expenses will not be recoverable from the above amounts, the reimbursement will be made from amounts collected on other mortgage loans in the same trust fund or, if and to the extent so provided by the related Pooling and Servicing Agreement and described in the related prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of Subordinate Certificates of the related series; o if and to the extent described in the related prospectus supplement, to pay the master servicer, the special servicer or any other specified person interest accrued on the advances and servicing expenses described in the bulleted clause immediately listed above incurred by it while such remain outstanding and unreimbursed; o to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under "--Realization Upon Defaulted Mortgage Loans"; o to reimburse the master servicer, the special servicer, the REMIC administrator, the depositor, the trustee, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under "--Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor" and "--Certain Matters Regarding the Trustee"; 46 o if and to the extent described in the related prospectus supplement, to pay the fees of the trustee, the REMIC administrator and any provider of credit support; o if and to the extent described in the related prospectus supplement, to reimburse prior draws on any form of credit support; o to pay the master servicer, the special servicer or the trustee, as appropriate, interest and investment income earned in respect of amounts held in the Certificate Account as additional compensation; o to pay any servicing expenses not otherwise required to be advanced by the master servicer, the special servicer or any other specified person; o if one or more elections have been made to treat the trust fund or designated portions of the trust fund as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to the extent described under "Certain Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes"; o to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling and Servicing Agreement for the benefit of certificateholders; o to make any other withdrawals permitted by the related Pooling and Servicing Agreement and described in the related prospectus supplement; and o to clear and terminate the Certificate Account upon the termination of the trust fund. MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS The master servicer and the special servicer may each agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the applicable "Servicing Standard" as defined in the related prospectus supplement; provided that, unless otherwise set forth in the related prospectus supplement, the modification, waiver or amendment will-- o not affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan; o will not, in the judgment of the master servicer or the special servicer, as the case may be, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due; and o will not adversely affect the coverage under any applicable instrument of credit support. Unless otherwise provided in the related prospectus supplement, the special servicer also may agree to any other modification, waiver or amendment if, in its judgment,-- o a material default on the mortgage loan has occurred or a payment default is reasonably foreseeable or imminent; o such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan, taking into account the time value of money, than would liquidation; and o unless inconsistent with the applicable "servicing standard", such modification, waiver or amendment will not materially adversely affect the coverage under any applicable instrument of credit support. REALIZATION UPON DEFAULTED MORTGAGE LOANS If a default on a mortgage loan has occurred, the special servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise comparably convert ownership of, or acquire title to the related mortgaged property, by operation of law or otherwise. In connection with 47 such foreclosure or other conversion of ownership, the special servicer shall follow the servicing standard. A Pooling and Servicing Agreement may grant the special servicer the right to direct the master servicer to advance costs and expenses to be incurred in any such proceedings, and such advances may be subject to reimbursement requirements. A Pooling and Servicing Agreement may require the special servicer to consult with independent counsel regarding the order and manner should foreclose upon or comparably proceed against such properties if a mortgage loan or group of cross-collateralized mortgage loans are secured by real properties in multiple states including certain states with a statute, rule or regulation comparable to California's "one action" rule. Unless otherwise provided in the related prospectus supplement, when applicable state law permits the special servicer to select between judicial and non-judicial foreclosure in respect of any mortgaged property, a special servicer may make such selection so long as the selection is made in a manner consistent with the servicing standard. Unless otherwise specified in the related prospectus supplement, the special servicer may not, however, acquire title to any mortgaged property, have a receiver of rents appointed with respect to any mortgaged property or take any other action with respect to any mortgaged property that would cause the trustee, for the benefit of the related series of Certificateholders, or any other specified person to be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator" of such mortgaged property within the meaning of certain federal environmental laws, unless the special servicer has previously received a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund) and either: (1) such report indicates that (a) the mortgaged property is in compliance with applicable environmental laws and regulations and (b) there are no circumstances or conditions present at the mortgaged property that have resulted in any contamination for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or (2) the special servicer, based solely (as to environmental matters and related costs) on the information set forth in such report, determines that taking such actions as are necessary to bring the mortgaged property into compliance with applicable environmental laws and regulations and/or taking the actions contemplated by clause (1)(b) above, is reasonably likely to produce a greater recovery, taking into account the time value of money, than not taking such actions. See "Certain Legal Aspects of Mortgage Loans--Environmental Considerations". A Pooling and Servicing Agreement may grant to the master servicer, the special servicer, a provider of credit support and/or the holder or holders of certain classes of the related series of certificates a right of first refusal to purchase from the trust fund, at a predetermined price (which, if less than the Purchase Price, will be specified in the related prospectus supplement), any mortgage loan as to which a specified number of scheduled payments are delinquent. In addition, unless otherwise specified in the related prospectus supplement, the special servicer may offer to sell any defaulted mortgage loan if and when the special servicer determines, consistent with its normal servicing procedures, that such a sale would produce a greater recovery, taking into account the time value of money, than would liquidation of the related mortgaged property. In the absence of any such sale, the special servicer will generally be required to proceed against the related mortgaged property, subject to the discussion above. Unless otherwise provided in the related prospectus supplement, if title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer, on behalf of the trust fund, will be required to sell the mortgaged property before the close of the third calendar year following the year of acquisition, unless (1) the IRS grants an extension of time to sell such property or (2) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund for longer than such period will not result in the imposition of a tax on the trust fund or cause the trust fund (or any designated portion of the trust fund) to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing and any other tax-related limitations, the special servicer will generally be required to attempt to sell any mortgaged property so acquired on the same terms and conditions it would if it were the owner. Unless otherwise provided in the related prospectus supplement, if title 48 to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer will also be required to ensure that the mortgaged property is administered so that it constitutes "foreclosure property" within the meaning of Code Section 860G(a)(8) at all times, that the sale of such property does not result in the receipt by the trust fund of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B), and that the trust fund does not derive any "net income from foreclosure property" within the meaning of Code Section 860G(c)(2), with respect to such property unless the method of operation that produces such income would produce a greater after-tax return than a different method of operation of such property. If the trust fund acquires title to any mortgaged property, the special servicer, on behalf of the trust fund, may be required to retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage such mortgaged property as required under the related Pooling and Servicing Agreement. If Liquidation Proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued plus the aggregate amount of reimbursable expenses incurred by the special servicer and/or the master servicer in connection with such mortgage loan, then, to the extent that such shortfall is not covered by any instrument or fund constituting credit support, the trust fund will realize a loss in the amount of such shortfall. The special servicer and/or the master servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any defaulted mortgage loan, prior to the distribution of such Liquidation Proceeds to certificateholders, any and all amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan. In addition, if and to the extent set forth in the related prospectus supplement, amounts otherwise distributable on the certificates may be further reduced by interest payable to the master servicer and/or special servicer on such servicing expenses and advances. Except as otherwise provided in the prospectus supplement, if any mortgaged property suffers damage such that the proceeds, if any, of the related hazard insurance policy are insufficient to restore fully the damaged property, neither the special servicer nor the master servicer will be required to expend its own funds to effect such restoration. HAZARD INSURANCE POLICIES Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will require the master servicer (or the special servicer with respect to mortgage loans serviced by the special servicer) to use reasonable efforts to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the master servicer's (or special servicer's) normal servicing procedures. Unless otherwise specified in the related prospectus supplement, such coverage generally will be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the related mortgaged property. The ability of a master servicer (or special servicer) to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by a master servicer (or special servicer) under any such policy (except for amounts to be applied to the restoration or repair of the mortgaged property or released to the borrower in accordance with the master servicer's (or special servicer's) normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related Certificate Account. The Pooling and Servicing Agreement may provide that the master servicer (or special servicer) may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on 49 the mortgage loans in a trust fund, which may contain a deductible clause (not in excess of a customary amount). If such blanket policy contains a deductible clause, the master servicer (or special servicer) will be required, in the event of a casualty covered by such blanket policy, to deposit in the related Certificate Account all additional sums that would have been deposited in the Certificate Account under an individual policy but were not because of such deductible clause. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the mortgaged properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a mortgaged property may not be insured for losses arising from any such cause unless the related mortgage specifically requires, or permits the holder to require, such coverage. The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured's coverage falls below this specified percentage, such clauses generally provide that the insurer's liability in the event of partial loss does not exceed the lesser of (1) the replacement cost of the improvements less physical depreciation and (2) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements. DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender's consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. Unless otherwise provided in the related prospectus supplement, the master servicer (or special servicer) will determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the master servicer's (or special servicer's) normal servicing procedures. Unless otherwise specified in the related prospectus supplement, the master servicer or special servicer, as applicable, will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance Provisions". SERVICING COMPENSATION AND PAYMENT OF EXPENSES Unless otherwise specified in the related prospectus supplement, a master servicer's primary servicing compensation with respect to a series of certificates will come from the periodic payment to it of a specified portion of the interest payments on each mortgage loan in the related trust fund, including mortgage loans serviced by the related special servicer. If and to the extent described in the related prospectus supplement, a special servicer's primary compensation with respect to a series of certificates may consist of any or all of the following components-- o a specified portion of the interest payments on each mortgage loan in the related trust fund, whether or not serviced by it; o an additional specified portion of the interest payments on each mortgage loan then currently serviced by it; and o subject to any specified limitations, a fixed percentage of some or all of the collections and proceeds received with respect to each mortgage loan which was at any time serviced by it, including mortgage loans for which servicing was returned to the master servicer. 50 Insofar as any portion of the master servicer's or special servicer's compensation consists of a specified portion of the interest payments on a mortgage loan, such compensation will generally be based on a percentage of the principal balance of such mortgage loan outstanding from time to time and, accordingly, will decrease with the amortization of the mortgage loan. As additional compensation, a master servicer or special servicer may be entitled to retain all or a portion of late payment charges, Prepayment Premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the related Certificate Account. A more detailed description of each master servicer's and special servicer's compensation will be provided in the related prospectus supplement. Any sub-servicer will receive as its sub-servicing compensation a portion of the servicing compensation to be paid to the master servicer or special servicer that retained such sub-servicer. In addition to amounts payable to any sub-servicer, a master servicer or special servicer may be required, to the extent provided in the related prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants, payment of fees and disbursements of the trustee and any custodians appointed by the trustee and payment of expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the related prospectus supplement, interest on such expenses at the rate specified in the prospectus supplement, may be required to be borne by the trust fund. EVIDENCE AS TO COMPLIANCE Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will provide that on or before a specified date in each year, beginning the first such date that is at least a specified number of months after the Cut-off Date, there will be furnished to the related trustee a report of a firm of independent certified public accountants stating that (1) it has obtained a letter of representation regarding certain matters from the management of the master servicer which includes an assertion that the master servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the master servicer's servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (2) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. The prospectus supplement may provide that additional reports of independent certified public accountants relating to the servicing of mortgage loans may be required to be delivered to the trustee. Each Pooling and Servicing Agreement will also provide that, on or before a specified date in each year, beginning the first such date that is at least a specified number of months after the Cut-off Date, the master servicer and special servicer shall each deliver to the related trustee an annual statement signed by one or more officers of the master servicer or the special servicer, as the case may be, to the effect that, to the best knowledge of each such officer, the master servicer or the special servicer, as the case may be, has fulfilled in all material respects its obligations under the Pooling and Servicing Agreement throughout the preceding year or, if there has been a material default in the fulfillment of any such obligation, such statement shall specify each such known default and the nature and status of such default. Such statement may be provided as a single form making the required statements as to more than one Pooling and Servicing Agreement. 51 Unless otherwise specified in the related prospectus supplement, copies of the annual accountants' statement and the annual statement of officers of a master servicer or special servicer may be obtained by certificateholders upon written request to the trustee. CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE REMIC ADMINISTRATOR AND THE DEPOSITOR Any entity serving as master servicer, special servicer or REMIC administrator under a Pooling and Servicing Agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor's affiliates. Unless otherwise specified in the prospectus supplement for a series of certificates, the related Pooling and Servicing Agreement will permit the master servicer, the special servicer and any REMIC administrator to resign from its obligations under the Pooling and Servicing Agreement only upon a determination that such obligations are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. No such resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling and Servicing Agreement. The master servicer and special servicer for each trust fund will be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer's or employee's misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the related Pooling and Servicing Agreement. Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will further provide that none of the master servicer, the special servicer, the REMIC administrator, the depositor, any extension adviser or any director, officer, employee or agent of any of them will be under any liability to the related trust fund or Certificateholders for any action taken, or not taken, in good faith pursuant to the Pooling and Servicing Agreement or for errors in judgment; provided, however, that none of the master servicer, the special servicer, the REMIC administrator, the depositor, any extension adviser or any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties under the Pooling and Servicing Agreement or by reason of reckless disregard of such obligations and duties. Unless otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement will further provide that the master servicer, the special servicer, the REMIC administrator, the depositor, any extension adviser and any director, officer, employee or agent of any of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with any legal action that relates to such Pooling and Servicing Agreement or the related series of certificates; provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under such Pooling and Servicing Agreement, or by reason of reckless disregard of such obligations or duties. In addition, each Pooling and Servicing Agreement will provide that none of the master servicer, the special servicer, the REMIC administrator, any extension adviser or the depositor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the Pooling and Servicing Agreement and that in its opinion may involve it in any expense or liability. However, each of the master servicer, the special servicer, the REMIC administrator, any extension adviser and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the related series of certificateholders under the Pooling and Servicing Agreement. In such event, the legal expenses and costs of such action, and any liability resulting from such action, will be expenses, costs and liabilities of the related series of certificateholders, and the master servicer, the special servicer, the REMIC administrator, any extension adviser or the depositor, as the case may be, will be entitled to charge the related Certificate Account for this expense. 52 Any person into which the master servicer, the special servicer, the REMIC administrator or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the REMIC administrator or the depositor is a party, or any person succeeding to the business of the master servicer, the special servicer, the REMIC administrator or the depositor, will be the successor of the master servicer, the special servicer, the REMIC administrator or the depositor, as the case may be, under the related Pooling and Servicing Agreement. Unless otherwise specified in the related prospectus supplement, a REMIC administrator will be entitled to perform any of its duties under the related Pooling and Servicing Agreement either directly or by or through agents or attorneys, and the REMIC administrator will not be responsible for any willful misconduct or gross negligence on the part of any such agent or attorney appointed by it with due care. EVENTS OF DEFAULT Unless otherwise provided in the prospectus supplement for a series of certificates, Events of Default under the related Pooling and Servicing Agreement will include, without limitation-- o any failure by the master servicer to distribute or cause to be distributed to the certificateholders of such series, or to remit to the trustee for distribution to such certificateholders, any amount required to be so distributed or remitted, pursuant to, and at the time specified by, the terms of the Pooling and Servicing Agreement; o any failure by the special servicer to remit to the master servicer or the trustee, as applicable, any amount required to be so remitted, pursuant to, and at the time specified by, the terms of the Pooling and Servicing Agreement; o any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the related Pooling and Servicing Agreement, which failure continues unremedied for thirty days after written notice of such failure has been given to the master servicer or the special servicer, as the case may be, by any other party to the related Pooling and Servicing Agreement, or to the master servicer or the special servicer, as the case may be, with a copy to each other party to the related Pooling and Servicing Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series; o any failure by a REMIC administrator (if other than the trustee) duly to observe or perform in any material respect any of its covenants or obligations under the related Pooling and Servicing Agreement, which failure continues unremedied for thirty days after written notice of such notice has been given to the REMIC administrator by any other party to the related Pooling and Servicing Agreement, or to the REMIC administrator, with a copy to each other party to the related Pooling and Servicing Agreement, by certificateholders entitled to not less than 25% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series; o certain events involving a determination by a rating agency that the master servicer or the special servicer is no longer approved by such rating agency to serve in such capacity; and o certain events of insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings in respect of or relating to the master servicer, the special servicer or the REMIC administrator (if other than the trustee), and certain actions by or on behalf of the master servicer, the special servicer or the REMIC administrator (if other than the trustee) indicating its insolvency or inability to pay its obligations. 53 Material variations to the foregoing Events of Default (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the related prospectus supplement. Unless otherwise specified in the related prospectus supplement, when a single entity acts as master servicer, special servicer and REMIC administrator, or in any two of the foregoing capacities, for any trust fund, an Event of Default in one capacity will (except where related only to a Rating Agency's evaluation of the acceptability of such entity to act in a particular capacity) constitute an event of default in each capacity. RIGHTS UPON EVENT OF DEFAULT If an Event of Default occurs with respect to the master servicer, the special servicer or a REMIC administrator under a Pooling and Servicing Agreement, then, in each and every such case, so long as the Event of Default remains unremedied, the trustee will be authorized, and at the direction of certificateholders of the related series entitled to not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series, the trustee will be required, to terminate all of the rights and obligations of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling and Servicing Agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer, special servicer or REMIC administrator, as applicable, under the Pooling and Servicing Agreement (except that if the defaulting party is required to make advances under the Pooling and Servicing Agreement regarding delinquent mortgage loans, but the trustee is prohibited by law from obligating itself to make such advances, or if the related prospectus supplement so specifies, the trustee will not be obligated to make such advances) and will be entitled to similar compensation arrangements. Unless otherwise specified in the related prospectus supplement, if the trustee is unwilling or unable so to act, it may (or, at the written request of Certificateholders of the related series entitled to not less than 51% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity that (unless otherwise provided in the related prospectus supplement) is acceptable to each applicable rating agency to act as successor to the master servicer, special servicer or REMIC administrator, as the case may be, under the Pooling and Servicing Agreement. Pending such appointment, the trustee will be obligated to act in such capacity. If the same entity is acting as both trustee and REMIC administrator, it may be removed in both such capacities as described under "--Resignation and Removal of the Trustee" below. No certificateholder will have any right under a Pooling and Servicing Agreement to institute any proceeding with respect to such Pooling and Servicing Agreement unless such holder previously has given to the trustee written notice of default and the continuance of such default and unless the holders of certificates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting such class have made written request upon the trustee to institute such proceeding in its own name as trustee under the Pooling and Servicing Agreement and have offered to the trustee reasonable indemnity and the trustee for sixty days after receipt of such request and indemnity has neglected or refused to institute any such proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the Pooling and Servicing Agreement or to institute, conduct or defend any litigation under the Pooling and Servicing Agreement or in relation thereto at the request, order or direction of any of the holders of certificates covered by such Pooling and Servicing Agreement, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred in connection with such litigation. AMENDMENT Except as otherwise specified in the related prospectus supplement, each Pooling and Servicing Agreement may be amended by the parties thereto, without the consent of any of the holders of certificates covered by such Pooling and Servicing Agreement, (1) to cure any ambiguity, (2) to 54 correct or supplement any provision in the Pooling and Servicing Agreement which may be inconsistent with any other provision in the Pooling and Servicing Agreement or to correct any error, (3) to change the timing and/or nature of deposits in the Certificate Account, provided that (A) such change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel, and (B) such change would not result in the withdrawal, downgrade or qualification of any of the then-current ratings on the certificates, as evidenced by a letter from each applicable rating agency, (4) if a REMIC election has been made with respect to the related trust fund, to modify, eliminate or add to any of its provisions (A) to such extent as shall be necessary to maintain the qualification of the trust fund (or any designated portion of the trust fund) as a REMIC or to avoid or minimize the risk of imposition of any tax on the related trust fund, provided that the trustee has received an opinion of counsel to the effect that (1) such action is necessary or desirable to maintain such qualification or to avoid or minimize such risk, and (2) such action will not adversely affect in any material respect the interests of any holder of certificates covered by the Pooling and Servicing Agreement, or (B) to restrict the transfer of the REMIC Residual Certificates, provided that the depositor has determined that the then-current ratings of the classes of the certificates that have been rated will not be withdrawn, downgraded or qualified, as evidenced by a letter from each applicable rating agency, and that any such amendment will not give rise to any tax with respect to the transfer of the REMIC Residual Certificates to a non-permitted transferee (See "Certain Federal Income Tax Consequences--REMICs--Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations" in this prospectus supplement), (5) to make any other provisions with respect to matters or questions arising under such Pooling and Servicing Agreement or any other change, provided that such action will not adversely affect in any material respect the interests of any certificateholder, or (6) to amend specified provisions that are not material to holders of any class of certificates offered by this prospectus. The Pooling and Servicing Agreement may also be amended by the parties thereto with the consent of the holders of certificates of each class affected by an amendment evidencing, in each case, not less than 662/3% (or such other percentage specified in the related prospectus supplement) of the aggregate Percentage Interests constituting such class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such Pooling and Servicing Agreement or of modifying in any manner the rights of the holders of certificates covered by such Pooling and Servicing Agreement, except that no such amendment may (1) reduce in any manner the amount of, or delay the timing of, payments received on mortgage loans which are required to be distributed on a certificate of any class without the consent of the holder of such certificate or (2) reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to any such amendment without the consent of the holders of all certificates of such class covered by such Pooling and Servicing Agreement then outstanding. Notwithstanding the foregoing, if one or more REMIC elections have been made with respect to the related trust fund, the trustee will not be required to consent to any amendment to a Pooling and Servicing Agreement without having first received an opinion of counsel to the effect that such amendment or the exercise of any power granted to the master servicer, the special servicer, the depositor, the trustee or any other specified person in accordance with such amendment will not result in the imposition of a tax on the related trust fund or cause such trust fund (or any designated portion of the trust fund) to fail to qualify as a REMIC. LIST OF CERTIFICATEHOLDERS Unless otherwise specified in the related prospectus supplement, upon written request of three or more certificateholders of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related Pooling and Servicing Agreement, the trustee or other specified person will afford such certificateholders access during normal business hours to the most recent list of certificateholders of that series held by such person. If such list is as of a date more than 90 days prior to the date of receipt of such certificateholders' 55 request, then such person, if not the registrar for such series of certificates, will be required to request from such registrar a current list and to afford such requesting certificateholders access thereto promptly upon receipt. THE TRUSTEE The trustee under each Pooling and Servicing Agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee may have typical banking relationships with the depositor and its affiliates and with any master servicer, special servicer or REMIC administrator and its affiliates. DUTIES OF THE TRUSTEE The trustee for each series of certificates will make no representation as to the validity or sufficiency of the related Pooling and Servicing Agreement, such certificates or any underlying mortgage asset or related document and will not be accountable for the use or application by or on behalf of any master servicer or special servicer of any funds paid to the master servicer or special servicer in respect of the certificates or the underlying mortgage assets. If no Event of Default has occurred and is continuing, the trustee for each series of certificates will be required to perform only those duties specifically required under the related Pooling and Servicing Agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the related Pooling and Servicing Agreement, a trustee will be required to examine such documents and to determine whether they conform to the requirements of such agreement. CERTAIN MATTERS REGARDING THE TRUSTEE As and to the extent described in the related prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund. Unless otherwise specified in the related prospectus supplement, the trustee for each series of certificates will be entitled to indemnification, from amounts held in the Certificate Account for such series, for any loss, liability or expense incurred by the trustee in connection with the trustee's acceptance or administration of its trusts under the related Pooling and Servicing Agreement; provided, however, that such indemnification will not extend to any loss liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence on the part of the trustee in the performance of its obligations and duties under the Pooling and Servicing Agreement, or by reason of its reckless disregard of such obligations or duties. Unless otherwise specified in the related prospectus supplement, the trustee for each series of certificates will be entitled to execute any of its trusts or powers under the related Pooling and Servicing Agreement or perform any of its duties under the Pooling and Servicing Agreement either directly or by or through agents or attorneys, and the trustee will not be responsible for any willful misconduct or negligence on the part of any such agent or attorney appointed by it with due care. RESIGNATION AND REMOVAL OF THE TRUSTEE The trustee may resign at any time, in which event the depositor will be obligated to appoint a successor trustee. The depositor may also remove the trustee if the trustee ceases to be eligible to continue as such under the Pooling and Servicing Agreement or if the trustee becomes insolvent. Upon becoming aware of such circumstances, the depositor will be obligated to appoint a successor trustee. The trustee may also be removed at any time by the holders of certificates of the applicable series evidencing not less than 331/3% (or such other percentage specified in the related prospectus supplement) of the Voting Rights for such series. Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Notwithstanding anything in this prospectus to the contrary, if any entity is acting as both trustee and REMIC administrator, then any resignation or removal of such entity as the trustee will also constitute the resignation or removal of such entity as REMIC administrator, and the successor trustee will serve as successor to the REMIC administrator as well. 56 DESCRIPTION OF CREDIT SUPPORT GENERAL Credit support may be provided with respect to one or more classes of the certificates of any series or with respect to the related mortgage assets. Credit support may be in the form of a letter of credit, the subordination of one or more classes of certificates, the use of a pool insurance policy or guarantee insurance, the establishment of one or more reserve funds and/or cash collateral accounts, overcollateralization, or another method of credit support described in the related prospectus supplement, or any combination of the foregoing. If and to the extent so provided in the related prospectus supplement, any of the foregoing forms of credit support may provide credit enhancement for more than one series of certificates. Unless otherwise provided in the related prospectus supplement for a series of certificates, the credit support will not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related Pooling and Servicing Agreement. If losses or shortfalls occur that exceed the amount covered by the related credit support or that are of a type not covered by such credit support, certificateholders will bear their allocable share of deficiencies. Moreover, if a form of credit support covers the offered certificates of more than one series and losses on the related mortgage assets exceed the amount of such credit support, it is possible that the holders of offered certificates of one (or more) such series will be disproportionately benefited by such credit support to the detriment of the holders of offered certificates of one (or more) other such series. If credit support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage assets, the related prospectus supplement will include a description of-- o the nature and amount of coverage under such credit support; o any conditions to payment under the credit support not otherwise described in this prospectus; o the conditions (if any) under which the amount of coverage under such credit support may be reduced and under which such credit support may be terminated or replaced; and o the material provisions relating to such credit support. Additionally, the related prospectus supplement will set forth certain information with respect to the obligor, if any, under any instrument of credit support. See "Risk Factors--Credit Support Limitations". SUBORDINATE CERTIFICATES If so specified in the related prospectus supplement, one or more classes of certificates of a series may be Subordinate Certificates. To the extent specified in the related prospectus supplement, the rights of the holders of Subordinate Certificates to receive distributions from the Certificate Account on any Distribution Date will be subordinated to the corresponding rights of the holders of Senior Certificates. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of certain types of losses or shortfalls. The related prospectus supplement will set forth information concerning the method and amount of subordination provided by a class or classes of Subordinate Certificates in a series and the circumstances under which such subordination will be available. If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of the related series, credit support may be provided by cross-support provisions requiring that distributions be made on Senior Certificates evidencing interests in one group of mortgage assets prior to distributions on Subordinate Certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions. 57 INSURANCE OR GUARANTEES CONCERNING THE MORTGAGE LOANS If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. The related prospectus supplement will describe the nature of such default risks and the extent of such coverage. LETTER OF CREDIT If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes of certificates will be covered by one or more letters of credit, issued by a bank or other financial institution (which may be an affiliate of the depositor) specified in such prospectus supplement. Under a letter of credit, the providing institution will be obligated to honor draws in an aggregate fixed dollar amount, net of unreimbursed payments under the letter of credit, generally equal to a percentage specified in the related prospectus supplement of the aggregate principal balance of some or all of the related mortgage assets on the related Cut-off Date or of the initial aggregate Certificate Balance of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit and may otherwise be reduced as described in the related prospectus supplement. The obligations of the providing institution under the letter of credit for each series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust fund. CERTIFICATE INSURANCE AND SURETY BONDS If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes of certificates will be covered by insurance policies or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest or distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement. The related prospectus supplement will describe any limitations on the draws that may be made under any such instrument. RESERVE FUNDS If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes will be covered (to the extent of available funds) by one or more reserve funds in which cash, a letter of credit, Permitted Investments, a demand note or a combination will be deposited, in the amounts specified in such prospectus supplement. If so specified in the related prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of certain collections received on the related mortgage assets. Amounts on deposit in any reserve fund for a series will be applied for the purposes, in the manner, and to the extent specified in the related prospectus supplement. If so specified in the related prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each Distribution Date, amounts in a reserve fund in excess of any amount required to be maintained in such reserve funds may be released from the reserve fund under the conditions and to the extent specified in the related prospectus supplement. If so specified in the related prospectus supplement, amounts deposited in any reserve fund will be invested in Permitted Investments. Unless otherwise specified in the related prospectus supplement, any reinvestment income or other gain from such investments will be credited to the related reserve fund for such series, and any loss resulting from such investments will be charged to 58 such reserve fund. However, such income may be payable to any related master servicer or another service provider as additional compensation for its services. The reserve fund, if any, for a series will not be a part of the trust fund unless otherwise specified in the related prospectus supplement. CASH COLLATERAL ACCOUNT If so specified in the related prospectus supplement, all or any portion of credit enhancement for a series of certificates may be provided by the establishment of a cash collateral account. A cash collateral account will be similar to a reserve fund except that generally a cash collateral account is funded initially by a loan from a cash collateral lender, the proceeds of which are invested with the cash collateral lender or other eligible institution. The loan from the cash collateral lender will be repaid from such amounts as are specified in the related prospectus supplement. Amounts on deposit in the cash collateral account will be available in generally the same manner described above with respect to a reserve fund. As specified in the related prospectus supplement, a cash collateral account may be deemed to be part of the assets of the related Trust, may be deemed to be part of the assets of a separate cash collateral trust or may be deemed to be property of the party specified in the related prospectus supplement and pledged for the benefit of the holders of one or more classes of certificates of a series. CREDIT SUPPORT WITH RESPECT TO MBS If so provided in the prospectus supplement for a series of certificates, any MBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of credit support described in this prospectus. The related prospectus supplement will specify, as to each such form of credit support, the information indicated above with respect thereto, to the extent such information is material and available. 59 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable state law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states in which the security for the mortgage loans (or mortgage loans underlying any MBS) is situated. Accordingly, the summaries are qualified in their entirety by reference to the applicable laws of those states. See "Description of the Trust Funds--Mortgage Loans". For purposes of the following discussion, "mortgage loan" includes a mortgage loan underlying an MBS. GENERAL Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. mortgages, deeds of trust and deeds to secure debt are in this prospectus collectively referred to as "mortgages". A mortgage creates a lien upon, or grants a title interest in, the real property covered by that mortgage, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers. TYPES OF MORTGAGE INSTRUMENTS There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the mortgage note. In no event is the land trustee personally liable for the mortgage note obligation. The mortgagee's authority under a mortgage, the trustee's authority under a deed of trust and the grantee's authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary. LEASES AND RENTS Mortgages that encumber income-producing property often contain an assignment of rents and leases and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower's right, title and interest as landlord under each lease and the income derived from such leases and rents, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents. 60 In most states, hotel and motel room rates are considered accounts receivable under the Uniform Commercial Code; in cases where hotels or motels constitute loan security, the rates are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the room rates and must file continuation statements, generally every five years, to maintain perfection of such security interest. In certain cases, mortgage loans secured by hotels or motels may be included in a trust fund even if the security interest in the room rates was not perfected or the requisite UCC filings were allowed to lapse. Even if the lender's security interest in room rates is perfected under applicable nonbankruptcy law, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to enforce its rights to collect the room rates following a default. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room rates, but those room rates (in light of certain revisions to the Bankruptcy Code which are effective for all bankruptcy cases commenced on or after October 22, 1994) constitute "cash collateral" and therefore cannot be used by the bankruptcy debtor without lender's consent or a hearing at which the lender's interest in the room rates is given adequate protection (e.g., the lender receives cash payments from otherwise unencumbered funds or a replacement lien on unencumbered property, in either case equal in value to the amount of room rates that the debtor proposes to use, or other similar relief). See "--Bankruptcy Laws". In the case of office and retail properties, the bankruptcy or insolvency of a major tenant or a number of smaller tenants may have an adverse impact on the mortgaged properties affected and the income produced by such mortgaged properties. Under bankruptcy law, a tenant has the option of assuming (continuing), or rejecting (terminating) or, subject to certain conditions, assigning to a third party any unexpired lease. If the tenant assumes its lease, the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future performance under the lease. If the tenant rejects the lease, the landlord's claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim. The amount of the claim would be limited to the amount owed for unpaid pre-petition lease payments unrelated to the rejection, plus the greater of one year's lease payments or 15% of the remaining lease payments payable under the lease (but not to exceed three years' lease payments). If the tenant assigns its lease, the tenant must cure all defaults under the lease and the proposed assignee must demonstrate adequate assurance of future performance under the lease. PERSONALTY In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property's value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest in the mortgage loan, and must file continuation statements, generally every five years, to maintain that perfection. In certain cases, mortgage loans secured in part by personal property may be included in a trust fund even if the security interest in such personal property was not perfected or the requisite UCC filings were allowed to lapse. FORECLOSURE General. Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness. Foreclosure procedures vary from state to state. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances. 61 A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete. Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender's right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state. Equitable and Other Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower's default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender's and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections. In addition, some states may have statutory protection such as the right of the borrower to reinstate mortgage loans after commencement of foreclosure proceedings but prior to a foreclosure sale. Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial foreclosure proceedings, foreclosure of a deed of trust is generally accomplished by a nonjudicial trustee's sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a nonjudicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender's expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods. Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the exact status of title to the property (due to, among other 62 things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower's debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deficiency judgment if such is available under state law and under the terms of the mortgage loan documents. (The mortgage loans, however, may be nonrecourse. See "Risk Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Limited Recourse Nature of the Mortgage Loans".) Thereafter, subject to the borrower's right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The lender also will commonly obtain the services of a real estate broker and pay the broker's commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender's investment in the property. Moreover, because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest. The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a "due-on-sale" clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure. Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their "equity of redemption". The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated. The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee's sale under a deed of trust. Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower's other assets, a lender's ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency 63 judgment against the borrower following foreclosure or sale under a deed of trust. A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale. Leasehold Considerations. Mortgage loans may be secured by a mortgage on the borrower's leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower's leasehold were to be terminated upon a lease default, the leasehold mortgagee could lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, requires the lessor to grant the mortgagee a new lease if the existing lease is rejected in a bankruptcy proceeding, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a "mortgageable" ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions. Cooperative Shares. Mortgage loans may be secured by a security interest on the borrower's ownership interest in shares, and the proprietary leases appurtenant thereto, allocable to cooperative dwelling units that may be vacant or occupied by nonowner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative's building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the cooperative. Further, transfer of shares in a cooperative are subject to various regulations as well as to restrictions under the governing documents of the cooperative, and the shares may be canceled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease. Under the laws applicable in many states, "foreclosure" on cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a "commercially reasonable" manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender's security interest. A recognition agreement, however, generally provides that the lender's right to reimbursement is subject to the right of the cooperative to receive sums due under the proprietary leases. BANKRUPTCY LAWS Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) to collect a debt are automatically stayed upon the filing of the bankruptcy petition and, often, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences caused by such automatic stay can be significant. Also, under the 64 Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienor may stay the senior lender from taking action to foreclose out such junior lien. Under the Bankruptcy Code, provided certain substantive and procedural safeguards protective of the lender are met, the amount and terms of a mortgage loan secured by a lien on property of the debtor may be modified under certain circumstances. For example, the outstanding amount of the loan may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender's security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment, by means of a reduction in the rate of interest and/or an alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or by an extension (or shortening) of the term to maturity. Some bankruptcy courts have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years. Also, a bankruptcy court may permit a debtor, through its rehabilitative plan, to reinstate a loan mortgage payment schedule even if the lender has obtained a final judgment of foreclosure prior to the filing of the debtor's petition. Federal bankruptcy law may also have the effect of interfering with or affecting the ability of a secured lender to enforce the borrower's assignment of rents and leases related to the mortgaged property. Under the Bankruptcy Code, a lender may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue could be time-consuming, with resulting delays in the lender's receipt of the rents. Recent amendments to the Bankruptcy Code, however, may minimize the impairment of the lender's ability to enforce the borrower's assignment of rents and leases. In addition to the inclusion of hotel revenues within the definition of "cash collateral" as noted previously in the Section entitled "-- Leases and Rents", the amendments provide that a pre-petition security interest in rents or hotel revenues extends (unless the bankruptcy court orders otherwise based on the equities of the case) to such post-petition rents or revenues and is intended to overrule those cases that held that a security interest in rents is unperfected under the laws of certain states until the lender has taken some further action, such as commencing foreclosure or obtaining a receiver prior to activation of the assignment of rents. If a borrower's ability to make payment on a mortgage loan is dependent on its receipt of rent payments under a lease of the related property, that ability may be impaired by the commencement of a bankruptcy case relating to a lessee under such lease. Under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the lease that occurred prior to the filing of the lessee's petition. In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (1) assume the lease and retain it or assign it to a third party or (2) reject the lease. If the lease is assumed, the trustee or debtor-in-possession (or assignee, if applicable) must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with "adequate assurance" of future performance. Such remedies may be insufficient, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the lessor will be treated as an unsecured creditor with respect to its claim for damages for termination of the lease. The Bankruptcy Code also limits a lessor's damages for lease rejection to the rent reserved by the lease (without regard to acceleration) for the greater of one year, or 15%, not to exceed three years, of the remaining term of the lease. Pursuant to the federal doctrine of "substantive consolidation" or to the (predominantly state law) doctrine of "piercing the corporate veil", a bankruptcy court, in the exercise of its equitable powers, also has the authority to order that the assets and liabilities of a related entity be consolidated with those of an entity before it. Thus, property ostensibly the property of one entity may be determined to be the property of a different entity in bankruptcy, the automatic stay applicable to the second entity extended to the first and the rights of creditors of the first entity impaired in the fashion set forth above in the discussion of ordinary bankruptcy principles. 65 Depending on facts and circumstances not wholly in existence at the time a loan is originated or transferred to the trust fund, the application of any of these doctrines to one or more of the mortgagors in the context of the bankruptcy of one or more of their affiliates could result in material impairment of the rights of the Certificateholders. For each mortgagor that is described as a "special purpose entity", "single purpose entity" or "bankruptcy remote entity" in the related prospectus supplement, the activities that may be conducted by such mortgagor and its ability to incur debt are restricted by the applicable mortgage or the organizational documents of such mortgagor in such manner as is intended to make the likelihood of a bankruptcy proceeding being commenced by or against such mortgagor remote, and such mortgagor has been organized and is designed to operate in a manner such that its separate existence should be respected notwithstanding a bankruptcy proceeding in respect of one or more affiliated entities of such mortgagor. However, the depositor makes no representation as to the likelihood of the institution of a bankruptcy proceeding by or in respect of any mortgagor or the likelihood that the separate existence of any mortgagor would be respected if there were to be a bankruptcy proceeding in respect of any affiliated entity of a mortgagor. ENVIRONMENTAL CONSIDERATIONS General. A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or the amount of the lender's loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs. Superlien Laws. Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a "superlien". CERCLA. CERCLA, imposes strict liability on present and past "owners" and "operators" of contaminated real property for the costs of clean-up. A secured lender may be liable as an "owner" or "operator" of a contaminated mortgaged property if agents or employees of the lender have become sufficiently involved in the management of such mortgaged property or the operations of the borrower. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether or not the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. Excluded from CERCLA's definition of "owner" or "operator", however, is a person "who without participating in the management of the facility, holds indicia of ownership primarily to protect his security interest". This is the so-called "secured creditor exemption." The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996, amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The Act offers substantial protection of lenders by defining the activities in which a lender can engage and still have the benefit of the secured creditor exemption. In order for a lender to be deemed to have participated in the management of a mortgaged property, the lender must actually participate in the operational affairs of the property of the borrower. The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996 provides that "merely having the capacity to influence, or unexercised right to control" operations does not constitute participation in management. A lender will lose the protection of the secured creditor exemption only if it exercises decision making control over the borrower's environmental compliance and hazardous substance handling and disposal practices, or assumes day-to-day management of operational functions of the 66 mortgaged property. The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996 also provides that a lender will continue to have the benefit of the secured-creditor exemption even if it forecloses on a mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms. Certain Other Federal and State Laws. Many states have statutes similar to CERCLA, and not all those statutes provide for a secured creditor exemption. In addition, under federal law, there is potential liability relating to hazardous wastes and underground storage tanks under the federal Resource Conservation and Recovery Act. In addition, the definition of "hazardous substances" under CERCLA specifically excludes petroleum products. Subtitle I of the Resource Conservation and Recovery Act governs underground petroleum storage tanks. Under the Asset Conservation, Lender Liability and Deposit Insurance Act of 1996, the protections accorded to lenders under CERCLA are also accorded to the holders of security interests in underground storage tanks. It should be noted, however, that liability for cleanup of petroleum contamination may be governed by state law, which may not provide for any specific protection of secured creditors. In a few states, transfers of some types of properties are conditioned upon cleanup of contamination prior to transfer. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to clean up the contamination before selling or otherwise transferring the property. Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a property. While it may be more difficult to hold a lender liable in such cases, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower's ability to meet its loan obligations. Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against the owner or operator who created the environmental hazard, but that individual or entity may be without substantial assets. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certificateholders of the related series. To reduce the likelihood of such a loss, unless otherwise specified in the related prospectus supplement, the Pooling and Servicing Agreement will provide that neither the master servicer nor the special servicer, acting on behalf of the trustee, may acquire title to a mortgaged property or take over its operation unless the special servicer, based solely (as to environmental matters) on a report prepared by a person who regularly conducts environmental audits, has made the determination that it is appropriate to do so, as described under "The Pooling and Servicing Agreements--Realization Upon Defaulted Mortgage Loans". If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties. In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure. Environmental Site Assessments. In most cases, an environmental site assessment of each mortgaged property will have been performed in connection with the origination of the related mortgage loan or at some time prior to the issuance of the related certificates. Environmental site assessments, however, vary considerably in their content, quality and cost. Even when adhering to 67 good professional practices, environmental consultants will sometimes not detect significant environmental problems because to do an exhaustive environmental assessment would be far too costly and time-consuming to be practical. DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS Certain of the mortgage loans may contain "due-on-sale" and "due-on-encumbrance" clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses in many states. However, the Garn Act generally preempts state laws that prohibit the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms, subject to certain limitations as set forth in the Garn Act and the regulations promulgated under the Garn Act. Accordingly, a master servicer may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a "due-on-sale" provision upon transfer of an interest in the property, without regard to the master servicer's ability to demonstrate that a sale threatens its legitimate security interest. JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS If so provided in the related prospectus supplement, mortgage assets for a series of certificates may include mortgage loans secured by junior liens, and the loans secured by the related senior liens may not be included in the mortgage pool. In addition to the risks faced by the holder of a first lien, holders of mortgage loans secured by junior liens also face the risk that adequate funds will not be received in connection with a foreclosure on the related mortgaged property to satisfy fully both the senior liens and the mortgage loan. In the event that a holder of a senior lien forecloses on a mortgaged property, the proceeds of the foreclosure or similar sale will be applied first to the payment of court costs and fees in connection with the foreclosure, second to real estate taxes, third in satisfaction of all principal, interest, prepayment or acceleration penalties, if any, and any other sums due and owing to the holder of the senior liens. The claims of the holders of the senior liens will be satisfied in full out of proceeds of the liquidation of the related mortgaged property, if such proceeds are sufficient, before the trust fund as holder of the junior lien receives any payments in respect of the mortgage loan. In the event that such proceeds from a foreclosure or similar sale of the related mortgaged property are insufficient to satisfy all senior liens and the mortgage loan in the aggregate, the trust fund, as the holder of the junior lien, and, accordingly, holders of one or more classes of the certificates of the related series bear (1) the risk of delay in distributions while a deficiency judgment against the borrower is obtained and (2) the risk of loss if the deficiency judgment is not realized upon. Moreover, deficiency judgments may not be available in certain jurisdictions or the mortgage loan may be nonrecourse. The rights of the trust fund (and therefore the certificateholders), as beneficiary under a junior deed of trust or as mortgagee under a junior mortgage, are subordinate to those of the mortgagee or beneficiary under the senior mortgage or deed of trust, including the prior rights of the senior mortgagee or beneficiary to receive rents, hazard insurance and condemnation proceeds and to cause the property securing the mortgage loan to be sold upon default of the mortgagor or trustor, thereby extinguishing the junior mortgagee's or junior beneficiary's lien unless the master servicer asserts its subordinate interest in a property in foreclosure litigation or satisfies the defaulted senior loan. As discussed more fully below, in many states a junior mortgagee or beneficiary may satisfy a defaulted senior loan in full, adding the amounts expended to the balance due on the junior loan. Absent a provision in the senior mortgage, no notice of default is required to be given to the junior mortgagee. The form of the mortgage or deed of trust used by many institutional lenders confers on the mortgagee or beneficiary the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and to apply such proceeds and awards to any indebtedness secured by the mortgage or deed of trust, in such order 68 as the mortgage or beneficiary may determine. Thus, in the event improvements on the property are damaged or destroyed by fire or other casualty, or in the event the property is taken by condemnation, the mortgagee or beneficiary under the senior mortgage or deed of trust will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and to apply the same to the indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess of the amount of senior mortgage indebtedness will, in most cases, be applied to the indebtedness of a junior mortgage or trust deed to the extent the junior mortgage or deed of trust so provides. The laws of certain states may limit the ability of mortgagees or beneficiaries to apply the proceeds of hazard insurance and partial condemnation awards to the secured indebtedness. In such states, the mortgagor or trustor must be allowed to use the proceeds of hazard insurance to repair the damage unless the security of the mortgagee or beneficiary has been impaired. Similarly, in certain states, the mortgagee or beneficiary is entitled to the award for a partial condemnation of the real property security only to the extent that its security is impaired. The form of mortgage or deed of trust used by many institutional lenders typically contains a "future advance" clause, which provides, in essence, that additional amounts advanced to or on behalf of the mortgagor or trustor by the mortgagee or beneficiary are to be secured by the mortgage or deed of trust. While such a clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an "obligatory" or "optional" advance. If the mortgagee or beneficiary is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as amounts initially made under the mortgage or deed of trust, notwithstanding that there may be intervening junior mortgages or deeds of trust and other liens between the date of recording of the mortgage or deed of trust and the date of the future advance, and notwithstanding that the mortgagee or beneficiary had actual knowledge of such intervening junior mortgages or deeds of trust and other liens at the time of the advance. Where the mortgagee or beneficiary is not obligated to advance the additional amounts and has actual knowledge of the intervening junior mortgages or deeds of trust and other liens, the advance may be subordinate to such intervening junior mortgages or deeds of trust and other liens. Priority of advances under a "future advance" clause rests, in many other states, on state law giving priority to all advances made under the loan agreement up to a "credit limit" amount stated in the recorded mortgage. SUBORDINATE FINANCING The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender's security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender. DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS Forms of notes and mortgages used by lenders may contain provisions obligating the mortgagor to pay a late charge or additional interest if payments are not timely made, and in some 69 circumstances may provide for prepayment fees or yield maintenance penalties if the obligation is paid prior to maturity or prohibit such prepayment for a specified period. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a mortgagor for delinquent payments. Certain states also limit the amounts that a lender may collect from a mortgagor as an additional charge if the loan is prepaid. The enforceability under the laws of a number of states and the Bankruptcy Code of provisions providing for prepayment fees of penalties upon, or prohibition of, an involuntary prepayment is unclear, and no assurance can be given that, at the time a prepayment premium is required to be made on a mortgage loan in connection with an involuntary prepayment, the obligation to make such payment, or the provisions of any such prohibition, will be enforceable under applicable state law. The absence of a restraint on prepayment, particularly with respect to mortgage loans having higher Mortgage Rates, may increase the likelihood of refinancing or other early retirements of the mortgage loans. APPLICABILITY OF USURY LAWS Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 provides that state usury limitations shall not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges. No mortgage loan originated in any state in which application of Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 has been expressly rejected or a provision limiting discount points or other charges has been adopted, will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower's counsel has rendered an opinion that such choice of law provision would be given effect. CERTAIN LAWS AND REGULATIONS The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses for a particular mortgaged property (i.e., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan. AMERICANS WITH DISABILITIES ACT Under the ADA, in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent "readily achievable." In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The "readily achievable" standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as 70 owner or landlord. Furthermore, since the "readily achievable" standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject. SERVICEMEMBERS CIVIL RELIEF ACT Under the terms of the Relief Act, a borrower who enters military service after the origination of such borrower's mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, shall not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower's active duty status. Unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. The California Military and Veterans Code provides protection equivalent to that provided by the Relief Act to California national guard members called up to active service by the Governor of California, California national guard members called up to active service by the President and reservists called to active duty. Because the Relief Act and the California Military Code apply to borrowers who enter military service, no information can be provided as to the number of mortgage loans that may be affected by the Relief Act or the California Military and Veterans Code. Application of the Relief Act or the California Military and Veterans Code would adversely affect, for an indeterminate period of time, the ability of a master servicer or special servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act or the California Military and Veterans Code would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or, unless otherwise specified in the related prospectus supplement, any form of credit support provided in connection with such certificates. In addition, application of the Relief Act or the California Military and Veterans Code imposes limitations that would impair the ability of the master servicer or special servicer to foreclose on an affected mortgage loan during the borrower's period of active duty status, and, under certain circumstances, during an additional three month period thereafter. FORFEITURE FOR DRUG AND MONEY LAUNDERING VIOLATIONS Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs. In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (1) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (2) the lender, at the time of the execution of the mortgage, "did not know or was reasonably without cause to believe that the property was subject to forfeiture." However, there is no assurance that such a defense will be successful. FEDERAL DEPOSIT INSURANCE ACT; COMMERCIAL MORTGAGE LOAN SERVICING Under the Federal Deposit Insurance Act, federal bank regulatory authorities, including the Office of the Comptroller of the Currency (OCC), have the power to determine if any activity or contractual obligation of a bank constitutes an unsafe or unsound practice or violates a law, rule or 71 regulation applicable to such bank. If Bank of America, N.A. or another bank is a servicer and/or a mortgage loan seller for a series and the OCC, which has primary regulatory authority over Bank of America, N.A. and other banks, were to find that any obligation of Bank of America, N.A. or such other bank under the related pooling and servicing agreement or other agreement or any activity of Bank of America, N.A. or such other bank constituted an unsafe or unsound practice or violated any law, rule or regulation applicable to it, the OCC could order Bank of America, N.A. or such other bank among other things to rescind such contractual obligation or terminate such activity. In March 2003, the OCC issued a temporary cease and desist order against a national bank (as to which no conservator or receiver had been appointed) asserting that, contrary to safe and sound banking practices, the bank was receiving inadequate servicing compensation in connection with several credit card securitizations sponsored by its affiliates because of the size and subordination of the contractual servicing fee, and ordered the bank, among other things, to immediately resign as servicer, to cease all servicing activity within 120 days and to immediately withhold funds from collections in an amount sufficient to compensate if for its actual costs and expenses of servicing (notwithstanding the priority of payments in the related securitization agreements). While the depositor does not believe that the OCC would consider, with respect to any series, (i) provisions relating to Bank of America, N.A. or another bank acting as a servicer under the related pooling and servicing agreement, (ii) the payment or amount of the servicing compensation payable to Bank of America, N.A. or another bank or (iii) any other obligation of Bank of America, N.A. or another bank under the related pooling and servicing agreement or other contractual agreement under which the depositor may purchase mortgage loans from Bank of America, N.A. or another bank, to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that the OCC in the future would not conclude otherwise. If the OCC did reach such a conclusion, and ordered Bank of America, N.A. or another bank to rescind or amend any such agreement, payments on certificates could be delayed or reduced. CERTAIN FEDERAL INCOME TAX CONSEQUENCES GENERAL The following general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of offered certificates of any series thereof, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the depositor with respect to that series on the material matters associated with such consequences, subject to any qualifications set forth in this prospectus. Counsel to the depositor for each series will be Cadwalader, Wickersham & Taft LLP, and a copy of the legal opinion of such counsel rendered in connection with any series of certificates will be filed by the depositor with the Securities and Exchange Commission on a Current Report on Form 8-K within 15 days after the Closing Date for such series of certificates. This discussion is directed primarily to certificateholders that hold the certificates as "capital assets" within the meaning of Section 1221 of the Code (although portions thereof may also apply to certificateholders who do not hold certificates as capital assets) and it does not purport to discuss all federal income tax consequences that may be applicable to the individual circumstances of particular investors, some of which (such as banks, insurance companies and foreign investors) may be subject to special treatment under the Code. The authorities on which this discussion, and the opinion referred to below, are based are subject to change or differing interpretations, which could apply retroactively. Prospective investors should note that no rulings have been or will be sought from the IRS with respect to any of the federal income tax consequences discussed below, and no assurance can be given the IRS will not take contrary positions. In addition to the federal income tax consequences described in this prospectus, potential investors are advised to consider the state and local tax consequences, if any, of the purchase, ownership and disposition of offered certificates. See "State and Other Tax Consequences". Prospective investors are advised to consult their tax advisors concerning the federal, state, local or other tax consequences to them of the purchase, ownership and disposition of offered certificates. 72 The following discussion addresses securities of two general types: (1) REMIC Certificates representing interests in a trust fund, or a portion thereof, that the REMIC administrator will elect to have treated as a REMIC under the REMIC Provisions of the Code, and (2) Grantor Trust Certificates representing interests in a Grantor Trust Fund as to which no such election will be made. The prospectus supplement for each series of certificates will indicate whether a REMIC election (or elections) will be made for the related trust fund and, if such an election is to be made, will identify all "regular interests" and "residual interests" in the REMIC. For purposes of this tax discussion, references to a "Certificateholder" or a "holder" are to the beneficial owner of a certificate. The following discussion is limited in applicability to offered certificates. Moreover, this discussion applies only to the extent that mortgage assets held by a trust fund consist solely of mortgage loans. To the extent that other mortgage assets, including REMIC certificates and mortgage pass-through certificates, are to be held by a trust fund, the tax consequences associated with the inclusion of such assets will be disclosed in the related prospectus supplement. In addition, if cash flow agreements other than guaranteed investment contracts are included in a trust fund, the anticipated material tax consequences associated with such cash flow agreements also will be discussed in the related prospectus supplement. See "Description of the Trust Funds--Cash Flow Agreements". Furthermore, the following discussion is based in part upon the rules governing original issue discount that are set forth in Sections 1271-1273 and 1275 of the Code and in the OID Regulations, and in part upon the REMIC Provisions and the REMIC Regulations. The OID Regulations do not adequately address certain issues relevant to, and in some instances provide that they are not applicable to, securities such as the certificates. REMICS Classification of REMICs. Upon the issuance of each series of REMIC Certificates, counsel to the depositor will give its opinion generally to the effect that, assuming compliance with all provisions of the related Pooling and Servicing Agreement and any other governing documents, the related trust fund (or each applicable portion thereof) will qualify as one or more REMICs and the REMIC Certificates offered with respect thereto will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in a REMIC within the meaning of the REMIC Provisions. The following general discussion of the anticipated federal income tax consequences of the purchase, ownership and disposition of REMIC Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the depositor for the applicable series as specified in the related prospectus supplement, subject to any qualifications set forth in this prospectus. In addition, counsel to the depositor have prepared or reviewed the statements in this prospectus under the heading "Certain Federal Income Tax Consequences -- REMICs," and are of the opinion that such statements are correct in all material respects. Such statements are intended as an explanatory discussion of the possible effects of the classification of any trust fund (or applicable portion thereof) as one or more REMICs for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to an investor's specific tax circumstances that would be provided by an investor's own tax advisor. Accordingly, each investor is advised to consult its own tax advisors with regard to the tax consequences to it of investing in REMIC Certificates. If an entity electing to be treated as a REMIC fails to comply with one or more of the ongoing requirements of the Code for such status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In that event, such entity may be taxable as a corporation under Treasury regulations, and the related REMIC Certificates may not be accorded the status or given the tax treatment described below. Although the Code authorizes the Treasury Department to issue regulations providing relief in the event of an inadvertent termination of REMIC status, no such regulations have been issued. Any such relief, moreover, may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the trust 73 fund's income for the period in which the requirements for such status are not satisfied. The Pooling and Servicing Agreement with respect to each REMIC will include provisions designed to maintain the trust fund's status as a REMIC under the REMIC Provisions. It is not anticipated that the status of any trust fund as a REMIC will be inadvertently terminated. Characterization of Investments in REMIC Certificates. In general, unless otherwise provided in the related prospectus supplement, the REMIC Certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code and assets described in Section 7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC underlying such certificates would be so treated. However, to the extent that the REMIC assets constitute mortgages on property not used for residential or certain other prescribed purposes, the REMIC Certificates will not be treated as assets qualifying under Section 7701(a)(19)(C). Moreover, if 95% or more of the assets of the REMIC qualify for any of the foregoing characterizations at all times during a calendar year, the REMIC Certificates will qualify for the corresponding status in their entirety for that calendar year. Interest (including original issue discount) on the REMIC Regular Certificates and income allocated to the REMIC Residual Certificates will be interest described in Section 856(c)(3)(B) of the Code to the extent that such certificates are treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code. In addition, except as otherwise provided in the applicable prospectus supplement, the REMIC Regular Certificates will be "qualified mortgages" for a REMIC within the meaning of Section 860G(a)(3) of the Code. The determination as to the percentage of the REMIC's assets that constitute assets described in the foregoing sections of the Code will be made with respect to each calendar quarter based on the average adjusted basis of each category of the assets held by the REMIC during such calendar quarter. The REMIC Administrator will report those determinations to Certificateholders in the manner and at the times required by applicable Treasury regulations. Tiered REMIC Structures. For certain series of REMIC Certificates, two or more separate elections may be made to treat designated portions of the related trust fund as REMICs for federal income tax purposes. As to each such series of REMIC Certificates, in the opinion of counsel to the depositor, assuming compliance with all provisions of the related Pooling and Servicing Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC Certificates issued by the Tiered REMICs, will be considered to evidence ownership of REMIC Regular Certificates or REMIC Residual Certificates in the related REMIC within the meaning of the REMIC Provisions. Solely for purposes of determining whether the REMIC Certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code and "loans secured by an interest in real property" under Section 7701(a)(19)(C) of the Code, and whether the income on such certificates is interest described in Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one REMIC. Taxation of Owners of REMIC Regular Certificates. General. Except as otherwise stated in this discussion, REMIC Regular Certificates will be treated for federal income tax purposes as debt instruments issued by the REMIC and not as ownership interests in the REMIC or its assets. Moreover, holders of REMIC Regular Certificates that otherwise report income under a cash method of accounting will be required to report income with respect to REMIC Regular Certificates under an accrual method. Original Issue Discount. Certain REMIC Regular Certificates may be issued with "original issue discount" within the meaning of Section 1273(a) of the Code. Any holders of REMIC Regular Certificates issued with original issue discount generally will be required to include original issue discount in income as it accrues, in accordance with the "constant yield" method described below, in advance of the receipt of the cash attributable to such income. In addition, Section 1272(a)(6) of the Code provides special rules applicable to REMIC Regular Certificates and certain other debt instruments issued with original issue discount. Final regulations have not been issued under that section. The Code requires that a reasonable prepayment assumption be used with respect to mortgage loans held by a REMIC in computing the accrual of original issue discount on REMIC Regular 74 Certificates issued by that REMIC, and that adjustments be made in the amount and rate of accrual of such discount to reflect differences between the actual prepayment rate and the prepayment assumption. The prepayment assumption is to be determined in a manner prescribed in Treasury regulations; as noted above, those regulations have not been issued. The Committee Report indicates that the regulations will provide that the prepayment assumption used with respect to a REMIC Regular Certificate must be the same as that used in pricing the initial offering of such REMIC Regular Certificate. The Prepayment Assumption used in reporting original issue discount for each series of REMIC Regular Certificates will be consistent with this standard and will be disclosed in the related prospectus supplement. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the Prepayment Assumption or at any other rate. The original issue discount, if any, on a REMIC Regular Certificate will be the excess of its stated redemption price at maturity over its issue price. The issue price of a particular class of REMIC Regular Certificates will be the first cash price at which a substantial amount of REMIC Regular Certificates of that class is sold (excluding sales to bond houses, brokers and underwriters). If less than a substantial amount of a particular class of REMIC Regular Certificates is sold for cash on or prior to the Closing Date, the issue price for such class will be the fair market value of such class on the Closing Date. Under the OID Regulations, the stated redemption price of a REMIC Regular Certificate is equal to the total of all payments to be made on such Certificate other than "qualified stated interest". "Qualified stated interest" is interest that is unconditionally payable at least annually (during the entire term of the instrument) at a single fixed rate, or, as discussed below under "Variable Rate REMIC Regular Certificates," at a qualified variable rate. If the accrued interest to be paid on the first Distribution Date is computed with respect to a period that begins prior to the Closing Date, a portion of the purchase price paid for a REMIC Regular Certificate will reflect such accrued interest. In such cases, information returns provided to the Certificateholders and the IRS will be based on the position that the portion of the purchase price paid for the interest accrued with respect to periods prior to the Closing Date is treated as part of the overall cost of such REMIC Regular Certificate (and not as a separate asset the cost of which is recovered entirely out of interest received on the next Distribution Date) and that portion of the interest paid on the first Distribution Date in excess of interest accrued for a number of days corresponding to the number of days from the Closing Date to the first Distribution Date should be included in the stated redemption price of such REMIC Regular Certificate. However, the OID Regulations state that all or some portion of such accrued interest may be treated as a separate asset the cost of which is recovered entirely out of interest paid on the first Distribution Date. It is unclear how an election to do so would be made under the OID Regulations and whether such an election could be made unilaterally by a Certificateholder. Notwithstanding the general definition of original issue discount, original issue discount on a REMIC Regular Certificate will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the REMIC Regular Certificate multiplied by its weighted average maturity. For this purpose, the weighted average maturity of the REMIC Regular Certificate is computed as the sum of the amounts determined, as to each payment included in the stated redemption price of such REMIC Regular Certificate, by multiplying (i) the number of complete years (rounding down for partial years) from the issue date until such payment is expected to be made (presumably taking into account the Prepayment Assumption) by (ii) a fraction, the numerator of which is the amount of the payment, and the denominator of which is the stated redemption price at maturity of such REMIC Regular Certificate. Under the OID Regulations, original issue discount of only a de minimis amount (other than de minimis original issue discount attributable to a so-called "teaser" interest rate or an initial interest holiday) will be included in income as each payment of stated principal is made, based on the product of the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of such principal payment and the denominator of which is the outstanding stated principal amount of the REMIC Regular Certificate. The OID Regulations also would permit a Certificateholder to elect to accrue de minimis original issue 75 discount into income currently based on a constant yield method. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount" below for a description of such election under the OID Regulations. If original issue discount on a REMIC Regular Certificate is in excess of a de minimis amount, the holder of such Certificate must include in ordinary gross income the sum of the "daily portions" of original issue discount for each day during its taxable year on which it held such REMIC Regular Certificate, including the purchase date but excluding the disposition date. In the case of an original holder of a REMIC Regular Certificate, the daily portions of original issue discount will be determined as follows. As to each "accrual period", that is, unless otherwise stated in the related prospectus supplement, each period that begins on a date that corresponds to a Distribution Date (or in the case of the first such period, begins on the Closing Date) and ends on the day preceding the immediately following Distribution Date, a calculation will be made of the portion of the original issue discount that accrued during such accrual period. The portion of original issue discount that accrues in any accrual period will equal the excess, if any, of (1) the sum of (a) the present value, as of the end of the accrual period, of all of the distributions remaining to be made on the REMIC Regular Certificate, if any, in future periods and (b) the distributions made on such REMIC Regular Certificate during the accrual period of amounts included in the stated redemption price, over (2) the adjusted issue price of such REMIC Regular Certificate at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence will be calculated (1) assuming that distributions on the REMIC Regular Certificate will be received in future periods based on the mortgage loans being prepaid at a rate equal to the Prepayment Assumption, (2) using a discount rate equal to the original yield to maturity of the Certificate and (3) taking into account events (including actual prepayments) that have occurred before the close of the accrual period. For these purposes, the original yield to maturity of the Certificate will be calculated based on its issue price and assuming that distributions on the Certificate will be made in all accrual periods based on the mortgage loans being prepaid at a rate equal to the Prepayment Assumption. The adjusted issue price of a REMIC Regular Certificate at the beginning of any accrual period will equal the issue price of such Certificate, increased by the aggregate amount of original issue discount that accrued with respect to such Certificate in prior accrual periods, and reduced by the amount of any distributions made on such REMIC Regular Certificate in prior accrual periods of amounts included in the stated redemption price. The original issue discount accruing during any accrual period, computed as described above, will be allocated ratably to each day during the accrual period to determine the daily portion of original issue discount for such day. A subsequent purchaser of a REMIC Regular Certificate that purchases such Certificate at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) less than its remaining stated redemption price will also be required to include in gross income the daily portions of any original issue discount with respect to such Certificate. However, each such daily portion will be reduced, if such cost is in excess of its "adjusted issue price", in proportion to the ratio such excess bears to the aggregate original issue discount remaining to be accrued on such REMIC Regular Certificate. The adjusted issue price of a REMIC Regular Certificate on any given day equals the sum of (1) the adjusted issue price (or, in the case of the first accrual period, the issue price) of such Certificate at the beginning of the accrual period which includes such day and (2) the daily portions of original issue discount for all days during such accrual period prior to such day. The IRS proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on REMIC Regular Certificates providing for a delay between record and payment dates, such that the period over which original issue discount accrues coincides with the period over which the certificateholder's right to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, taxpayers would be required to accrue interest from the issue date to the first record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to REMIC Regular Certificates with delayed payment for 76 periods of fewer than 32 days. The proposed regulations are proposed to apply to any REMIC regular certificate issued after the date the final regulations are published in the Federal Register. Variable Rate REMIC Regular Certificates. REMIC Regular Certificates may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally, (1) the issue price does not exceed the original principal balance by more than a specified amount and (2) the interest compounds or is payable at least annually at current values of (a) one or more "qualified floating rates", (b) a single fixed rate and one or more qualified floating rates, (c) a single "objective rate", or (d) a single fixed rate and a single objective rate that is a "qualified inverse floating rate". A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where the rate is subject to a fixed multiple that is greater than 0.65, but not more than 1.35. The rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly. An objective rate (other than a qualified floating rate) is a rate that is determined using a single fixed formula and that is based on objective financial or economic information, provided that the information is not (1) within the control of the issuer or a related party or (2) unique to the circumstances of the issuer or a related party. A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified floating rate may nevertheless be an objective rate. A class of REMIC Regular Certificates may be issued under this prospectus that does not have a variable rate under the OID Regulations, for example, a class that bears different rates at different times during the period it is outstanding so that it is considered significantly "front-loaded" or "back-loaded" within the meaning of the OID Regulations. It is possible that a class of this type may be considered to bear "contingent interest" within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to REMIC Regular Certificates. However, if final regulations dealing with contingent interest with respect to REMIC Regular Certificates apply the same principles as the OID Regulations, those regulations may lead to different timing of income inclusion than would be the case under the OID Regulations. Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest REMIC Regular Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate treatment of any REMIC Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph. Under the REMIC Regulations, a REMIC Regular Certificate (1) bearing a rate that qualifies as a variable rate under the OID Regulations that is tied to current values of a variable rate (or the highest, lowest or average of two or more variable rates), including a rate based on the average cost of funds of one or more financial institutions, or a positive or negative multiple of a rate (plus or minus a specified number of basis points), or that represents a weighted average of rates on some or all of the mortgage loans, including a rate that is subject to one or more caps or floors, or (2) bearing one or more of these variable rates for one or more periods or one or more fixed rates for one or more periods, and a different variable rate or fixed rate for other periods qualifies as a regular interest in a REMIC. Accordingly, unless otherwise indicated in the applicable prospectus supplement, REMIC Regular Certificates that qualify as regular interests under this rule will be treated in the same manner as obligations bearing a variable rate for original issue discount reporting purposes. The amount of original issue discount with respect to a REMIC Regular Certificate bearing a variable rate of interest will accrue in the manner described above under "--Original Issue Discount" with the yield to maturity and future payments on that REMIC Regular Certificate generally to be determined by assuming that interest will be payable for the life of the REMIC Regular Certificate based on the initial rate for the relevant class. Unless otherwise specified in the applicable prospectus supplement, variable interest will be treated as qualified stated interest, other than variable interest on an interest-only class, which will be treated as non-qualified stated interest 77 includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index. Although unclear under the OID Regulations, unless required otherwise by applicable final regulations, REMIC Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans having fixed or adjustable rates, will be treated as having qualified stated interest, except to the extent that initial "teaser" rates cause sufficiently "back-loaded" interest to create more than de minimis original issue discount. The yield on those REMIC Regular Certificates for purposes of accruing original issue discount will be a hypothetical fixed rate based on the fixed rates, in the case of fixed rate mortgage loans, and initial "teaser rates" followed by fully indexed rates, in the case of adjustable rate mortgage loans. In the case of adjustable rate mortgage loans, the applicable index used to compute interest on the mortgage loans for the initial interest accrual period will be deemed to be in effect beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reflect the actual pass-through interest rate on the REMIC Regular Certificates. Market Discount. A Certificateholder that purchases a REMIC Regular Certificate at a market discount, that is, in the case of a REMIC Regular Certificate issued without original issue discount, at a purchase price less than its remaining stated principal amount, or in the case of a REMIC Regular Certificate issued with original issue discount, at a purchase price less than its adjusted issue price will recognize gain upon receipt of each distribution representing stated redemption price. In particular, under Section 1276 of the Code such a Certificateholder generally will be required to allocate the portion of each such distribution representing stated redemption price first to accrued market discount not previously included in income, and to recognize ordinary income to that extent. A Certificateholder may elect to include market discount in income currently as it accrues rather than including it on a deferred basis in accordance with the foregoing. If made, such election will apply to all market discount bonds acquired by such Certificateholder on or after the first day of the first taxable year to which such election applies. In addition, the OID Regulations permit a Certificateholder to elect to accrue all interest and discount (including de minimis market or original issue discount) in income as interest, and to amortize premium, based on a constant yield method. If such an election were made with respect to a REMIC Regular Certificate with market discount, the Certificateholder would be deemed to have made an election to include currently market discount in income with respect to all other debt instruments having market discount that such Certificateholder acquires during the taxable year of the election or thereafter, including de minimis market discount discussed in the following paragraph. Similarly, a Certificateholder that made this election for a Certificate that is acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such Certificateholder owns or acquires. See "--Taxation of Owners of REMIC Regular Certificates--Premium" below. Each of these elections to accrue interest, discount and premium with respect to a Certificate on a constant yield method or as interest would be irrevocable except with the approval of the IRS. However, market discount with respect to a REMIC Regular Certificate will be considered to be de minimis for purposes of Section 1276 of the Code if such market discount is less than 0.25% of the remaining stated redemption price of such REMIC Regular Certificate multiplied by the number of complete years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID Regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the Prepayment Assumption. If market discount is treated as de minimis under this rule, it appears that the actual discount would be treated in a manner similar to original issue discount of a de minimis amount. See "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. Such treatment would result in discount being included in income at a slower rate than discount would be required to be included in income using the method described above. 78 Section 1276(b)(3) of the Code specifically authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until regulations are issued by the Treasury Department, certain rules described in the Committee Report apply. The Committee Report indicates that in each accrual period market discount on REMIC Regular Certificates should accrue, at the Certificateholder's option: (1) on the basis of a constant yield method, (2) in the case of a REMIC Regular Certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total amount of stated interest remaining to be paid on the REMIC Regular Certificate as of the beginning of the accrual period, or (3) in the case of a REMIC Regular Certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining on the REMIC Regular Certificate at the beginning of the accrual period. Moreover, the Prepayment Assumption used in calculating the accrual of original issue discount is also used in calculating the accrual of market discount. Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a REMIC Regular Certificate purchased at a discount in the secondary market. To the extent that REMIC Regular Certificates provide for monthly or other periodic distributions throughout their term, the effect of these rules may be to require market discount to be includible in income at a rate that is not significantly slower than the rate at which such discount would accrue if it were original issue discount. Moreover, in any event a holder of a REMIC Regular Certificate generally will be required to treat a portion of any gain on the sale or exchange of such Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income. Further, under Section 1277 of the Code a holder of a REMIC Regular Certificate may be required to defer a portion of its interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry a REMIC Regular Certificate purchased with market discount. For these purposes, the de minimis rule referred to above applies. Any such deferred interest expense would not exceed the market discount that accrues during such taxable year and is, in general, allowed as a deduction not later than the year in which such market discount is includible in income. If such holder elects to include market discount in income currently as it accrues on all market discount instruments acquired by such holder in that taxable year or thereafter, the interest deferral rule described above will not apply. Premium. A REMIC Regular Certificate purchased at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) greater than its remaining stated redemption price will be considered to be purchased at a premium. The holder of such a REMIC Regular Certificate may elect under Section 171 of the Code to amortize such premium under the constant yield method over the life of the Certificate. If made, such an election will apply to all debt instruments having amortizable bond premium that the holder owns or subsequently acquires. Amortizable premium will be treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. The OID Regulations also permit Certificateholders to elect to include all interest, discount and premium in income based on a constant yield method, further treating the Certificateholder as having made the election to amortize premium generally. See "--Taxation of Owners of REMIC Regular Certificates-- Market Discount" above. Although final Treasury regulations issued under Section 171 of the Code do not by their terms apply to prepayable obligations such as REMIC Regular Certificates, the Committee Report states that the same rules that apply to accrual of market discount (which rules will require use of a Prepayment Assumption in accruing market discount with respect to REMIC Regular Certificates without regard to whether such certificates have original issue discount) will also apply in amortizing bond premium. 79 Realized Losses. Under Section 166 of the Code, both corporate holders of the REMIC Regular Certificates and noncorporate holders of the REMIC Regular Certificates that acquire such certificates in connection with a trade or business should be allowed to deduct, as ordinary losses, any losses sustained during a taxable year in which their certificates become wholly or partially worthless as the result of one or more realized losses on the mortgage loans. However, it appears that a noncorporate holder that does not acquire a REMIC Regular Certificate in connection with a trade or business will not be entitled to deduct a loss under Section 166 of the Code until such holder's Certificate becomes wholly worthless (i.e., until its Certificate Balance has been reduced to zero) and that the loss will be characterized as a short-term capital loss. Each holder of a REMIC Regular Certificate will be required to accrue interest and original issue discount with respect to such Certificate, without giving effect to any reductions in distributions attributable to defaults or delinquencies on the mortgage loans or the Underlying Certificates until it can be established that any such reduction ultimately will not be recoverable. As a result, the amount of taxable income reported in any period by the holder of a REMIC Regular Certificate could exceed the amount of economic income actually realized by the holder in such period. Although the holder of a REMIC Regular Certificate eventually will recognize a loss or reduction in income attributable to previously accrued and included income that, as the result of a realized loss, ultimately will not be realized, the law is unclear with respect to the timing and character of such loss or reduction in income. Taxation of Owners of REMIC Residual Certificates. General. Although a REMIC is a separate entity for federal income tax purposes, a REMIC generally is not subject to entity-level taxation, except with regard to prohibited transactions and certain other transactions. See "--Prohibited Transactions Tax and Other Taxes" below. Rather, the taxable income or net loss of a REMIC is generally taken into account by the holder of the REMIC Residual Certificates. Accordingly, the REMIC Residual Certificates will be subject to tax rules that differ significantly from those that would apply if the REMIC Residual Certificates were treated for federal income tax purposes as direct ownership interests in the mortgage loans or as debt instruments issued by the REMIC. A REMIC Residual Certificateholder generally will be required to report its daily portion of the taxable income or, subject to the limitations noted in this discussion, the net loss of the REMIC for each day during a calendar quarter that such holder owned such REMIC Residual Certificate. For this purpose, the taxable income or net loss of the REMIC will be allocated to each day in the calendar quarter ratably using a "30 days per month/90 days per quarter/360 days per year" convention unless otherwise disclosed in the related prospectus supplement. The daily amounts so allocated will then be allocated among the REMIC Residual Certificateholders in proportion to their respective ownership interests on such day. Any amount included in the gross income or allowed as a loss of any REMIC Residual Certificateholder by virtue of this paragraph will be treated as ordinary income or loss. The taxable income of the REMIC will be determined under the rules described below in "--Taxable Income of the REMIC" and will be taxable to the REMIC Residual Certificateholders without regard to the timing or amount of cash distributions by the REMIC until the REMIC's termination. Ordinary income derived from REMIC Residual Certificates will be "portfolio income" for purposes of the taxation of taxpayers subject to limitations under Section 469 of the Code on the deductibility of "passive losses". A holder of a REMIC Residual Certificate that purchased such Certificate from a prior holder of such Certificate also will be required to report on its federal income tax return amounts representing its daily share of the taxable income (or net loss) of the REMIC for each day that it holds such REMIC Residual Certificate. Those daily amounts generally will equal the amounts of taxable income or net loss determined as described above. The Committee Report indicates that certain modifications of the general rules may be made, by regulations, legislation or otherwise to reduce (or increase) the income of a REMIC Residual Certificateholder that purchased such REMIC Residual Certificate from a prior holder of such Certificate at a price greater than (or less than) the 80 adjusted basis (as defined below) such REMIC Residual Certificate would have had in the hands of an original holder of such Certificate. The REMIC Regulations, however, do not provide for any such modifications. The amount of income REMIC Residual Certificateholders will be required to report (or the tax liability associated with such income) may exceed the amount of cash distributions received from the REMIC for the corresponding period. Consequently, REMIC Residual Certificateholders should have other sources of funds sufficient to pay any federal income taxes due as a result of their ownership of REMIC Residual Certificates or unrelated deductions against which income may be offset, subject to the rules relating to "excess inclusions" and "noneconomic" residual interests discussed below. The fact that the tax liability associated with the income allocated to REMIC Residual Certificateholders may exceed the cash distributions received by such REMIC Residual Certificateholders for the corresponding period may significantly adversely affect such REMIC Residual Certificateholders' after-tax rate of return. Such disparity between income and distributions may not be offset by corresponding losses or reductions of income attributable to the REMIC Residual Certificateholder until subsequent tax years and, then, may not be completely offset due to changes in the Code, tax rates or character of the income or loss. Taxable Income of the REMIC. The taxable income of the REMIC will equal the income from the mortgage loans (including interest, market discount and, if applicable, original issue discount and less premium) and other assets of the REMIC plus any cancellation of indebtedness income due to the allocation of realized losses to REMIC Regular Certificates, less the deductions allowed to the REMIC for interest (including original issue discount and reduced by any premium on issuance) on the REMIC Regular Certificates (and any other class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby), amortization of any premium on the mortgage loans, bad debt losses with respect to the mortgage loans and, except as described below, for servicing, administrative and other expenses. For purposes of determining its taxable income, the REMIC will have an initial aggregate basis in its assets equal to the sum of the issue prices of all REMIC Certificates (or, if a class of REMIC Certificates is not sold initially, such Class's fair market value). Such aggregate basis will be allocated among the mortgage loans and the other assets of the REMIC in proportion to their respective fair market values. The issue price of any REMIC Certificates offered hereby will be determined in the manner described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount". The issue price of a REMIC Certificate received in exchange for an interest in the mortgage loans or other property will equal the fair market value of such interests in the mortgage loans or other property. Accordingly, if one or more classes of REMIC Certificates are retained initially rather than sold, the REMIC Administrator may be required to estimate the fair market value of such interests in order to determine the basis of the REMIC in the mortgage loans and other property held by the REMIC. The method of accrual by the REMIC of original issue discount income and market discount income with respect to mortgage loans that it holds will be equivalent to the method for accruing original issue discount income for holders of REMIC Regular Certificates (that is, under the constant yield method taking into account the Prepayment Assumption), but without regard to the de minimis rule applicable to REMIC Regular Certificates. However, a REMIC that acquires loans at a market discount must include such market discount in income currently, as it accrues, on a constant yield basis. See "--Taxation of Owners of REMIC Regular Certificates" above, which describes a method for accruing such discount income that is analogous to that required to be used by a REMIC as to mortgage loans with market discount that it holds. A mortgage loan will be deemed to have been acquired with discount (or premium) to the extent that the REMIC's basis in that mortgage loan, determined as described in the preceding paragraph, is less than (or greater than) its stated redemption price. Any such discount will be includible in the income of the REMIC as it accrues, in advance of receipt of the cash attributable to such income, under a method similar to the method described above for accruing original issue discount on the REMIC Regular Certificates. It is anticipated that each REMIC will elect under 81 Section 171 of the Code to amortize any premium on the mortgage loans. Premium on any mortgage loan to which such election applies may be amortized under a constant yield method, presumably taking into account a Prepayment Assumption. Further, such an election would not apply to any mortgage loan originated on or before September 27, 1985. Instead, premium on such a mortgage loan should be allocated among the principal payments thereon and be deductible by the REMIC as those payments become due or upon the prepayment of such mortgage loan. A REMIC will be allowed deductions for interest (including original issue discount) on the REMIC Regular Certificates (including any other class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby) equal to the deductions that would be allowed if the REMIC Regular Certificates (including any other class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby) were indebtedness of the REMIC. Original issue discount will be considered to accrue for this purpose as described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount", except that the de minimis rule and the adjustments for subsequent holders of REMIC Regular Certificates (including any other class of REMIC Certificates constituting "regular interests" in the REMIC not offered hereby) described in that section will not apply. If a class of REMIC Regular Certificates is issued with an Issue Premium, the REMIC will have additional income in each taxable year in an amount equal to the portion of the Issue Premium that is considered to be amortized or repaid in that year. Although the matter is not entirely certain, it is likely that Issue Premium would be amortized under a constant yield method in a manner analogous to the method of accruing original issue discount described above under "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount". As a general rule, the taxable income of a REMIC will be determined in the same manner as if the REMIC were an individual having the calendar year as its taxable year and using the accrual method of accounting. However, no item of income, gain, loss or deduction allocable to a prohibited transaction will be taken into account. See "--Prohibited Transactions Tax and Other Taxes" below. Further, the limitation on miscellaneous itemized deductions imposed on individuals by Section 67 of the Code (which allows such deductions only to the extent they exceed in the aggregate two percent of the taxpayer's adjusted gross income) will not be applied at the REMIC level so that the REMIC will be allowed deductions for servicing, administrative and other noninterest expenses in determining its taxable income. All such expenses will be allocated as a separate item to the holders of REMIC Certificates, subject to the limitation of Section 67 of the Code. See "--Possible Pass-Through of Miscellaneous Itemized Deductions" below. If the deductions allowed to the REMIC exceed its gross income for a calendar quarter, such excess will be the net loss for the REMIC for that calendar quarter. Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC Residual Certificate will be equal to the amount paid for such REMIC Residual Certificate, increased by amounts included in the income of the REMIC Residual Certificateholder and decreased (but not below zero) by distributions made, and by net losses allocated, to such REMIC Residual Certificateholder. A REMIC Residual Certificateholder is not allowed to take into account any net loss for any calendar quarter to the extent such net loss exceeds such REMIC Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as of the close of such calendar quarter (determined without regard to such net loss). Any loss that is not currently deductible by reason of this limitation may be carried forward indefinitely to future calendar quarters and, subject to the same limitation, may be used only to offset income from the REMIC Residual Certificate. The ability of REMIC Residual Certificateholders to deduct net losses may be subject to additional limitations under the Code, as to which REMIC Residual Certificateholders should consult their tax advisors. Any distribution on a REMIC Residual Certificate will be treated as a nontaxable return of capital to the extent it does not exceed the holder's adjusted basis in such REMIC Residual Certificate. To the extent a distribution on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated as gain from the sale of such REMIC Residual Certificate. Holders of certain REMIC Residual Certificates may be entitled to distributions early in the term of the related REMIC 82 under circumstances in which their bases in such REMIC Residual Certificates will not be sufficiently large that such distributions will be treated as nontaxable returns of capital. Their bases in such REMIC Residual Certificates will initially equal the amount paid for such REMIC Residual Certificates and will be increased by their allocable shares of taxable income of the REMIC. However, such bases increases may not occur until the end of the calendar quarter, or perhaps the end of the calendar year, with respect to which such REMIC taxable income is allocated to the REMIC Residual Certificateholders. To the extent such REMIC Residual Certificateholders' initial bases are less than the distributions to such REMIC Residual Certificateholders, and increases in such initial bases either occur after such distributions or (together with their initial bases) are less than the amount of such distributions, gain will be recognized to such REMIC Residual Certificateholders on such distributions and will be treated as gain from the sale of their REMIC Residual Certificates. The effect of these rules is that a REMIC Residual Certificateholder may not amortize its basis in a REMIC Residual Certificate, but may only recover its basis through distributions, through the deduction of any net losses of the REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC Certificates" below. For a discussion of possible modifications of these rules that may require adjustments to income of a holder of a REMIC Residual Certificate other than an original holder in order to reflect any difference between the cost of such REMIC Residual Certificate to such REMIC Residual Certificateholder and the adjusted basis such REMIC Residual Certificate would have in the hands of an original holder see "--Taxation of Owners of REMIC Residual Certificates--General" above. Regulations have been issued addressing the federal income tax treatment of "inducement fees" received by transferees of non-economic residual interests. These regulations require inducement fees to be included in income over a period reasonably related to the period in which the related residual interest is expected to generate taxable income or net loss to its holder. Under two safe harbor methods, inducement fees are permitted to be included in income (i) in the same amounts and over the same period that the taxpayer uses for financial reporting purposes, provided that such period is not shorter than the period the REMIC is expected to generate taxable income or (ii) ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the REMIC, determined based on actual distributions projected as remaining to be made on such interests under the Prepayment Assumption. If the holder of a non-economic residual interest sells or otherwise disposes of the non-economic residual interest, any unrecognized portion of the inducement fee is required to be taken into account at the time of the sale of disposition. Prospective purchasers of the REMIC Residual Certificates should consult with their tax advisors regarding the effect of these regulations. Excess Inclusions. Any "excess inclusions" with respect to a REMIC Residual Certificate will be subject to federal income tax in all events. In general, the "excess inclusions" with respect to a REMIC Residual Certificate for any calendar quarter will be the excess, if any, of (1) the daily portions of REMIC taxable income allocable to such REMIC Residual Certificate over (2) the sum of the "daily accruals" (as defined below) for each day during such quarter that such REMIC Residual Certificate was held by such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual Certificateholder will be determined by allocating to each day during a calendar quarter its ratable portion of the product of the "adjusted issue price" of the REMIC Residual Certificate at the beginning of the calendar quarter and 120% of the "long-term Federal rate" in effect on the Closing Date. For this purpose, the adjusted issue price of a REMIC Residual Certificate as of the beginning of any calendar quarter will be equal to the issue price of the REMIC Residual Certificate, increased by the sum of the daily accruals for all prior quarters and decreased (but not below zero) by any distributions made with respect to such REMIC Residual Certificate before the beginning of such quarter. The issue price of a REMIC Residual Certificate is the initial offering price to the public (excluding bond houses and brokers) at which a substantial amount of the REMIC Residual Certificates were sold. The "long-term Federal rate" is an average of current yields on Treasury securities with a remaining term of greater than nine years, computed and published monthly by the IRS. 83 For REMIC Residual Certificateholders, an excess inclusion (1) will not be permitted to be offset by deductions, losses or loss carryovers from other activities, (2) will be treated as "unrelated business taxable income" to an otherwise tax-exempt organization and (3) will not be eligible for any rate reduction or exemption under any applicable tax treaty with respect to the 30% United States withholding tax imposed on distributions to REMIC Residual Certificateholders that are foreign investors. See, however, "--Foreign Investors in REMIC Certificates" below. In the case of any REMIC Residual Certificates held by a real estate investment trust, the aggregate excess inclusions with respect to such REMIC Residual Certificates, reduced (but not below zero) by the real estate investment trust taxable income (within the meaning of Section 857(b)(2) of the Code, excluding any net capital gain), will be allocated among the shareholders of such trust in proportion to the dividends received by such shareholders from such trust, and any amount so allocated will be treated as an excess inclusion with respect to a REMIC Residual Certificate as if held directly by such shareholder. Treasury regulations yet to be issued could apply a similar rule to regulated investment companies, common trust funds and certain cooperatives; the REMIC Regulations currently do not address this subject. Noneconomic REMIC Residual Certificates. Under the REMIC Regulations, transfers of "noneconomic" REMIC Residual Certificates will be disregarded for all federal income tax purposes if "a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax". If such transfer is disregarded, the purported transferor will continue to remain liable for any taxes due with respect to the income on such "noneconomic" REMIC Residual Certificate. The REMIC Regulations provide that a REMIC Residual Certificate is noneconomic unless, based on the Prepayment Assumption and on any required or permitted clean up calls, or required liquidation provided for in the REMIC's organizational documents, (1) the present value of the expected future distributions (discounted using the "applicable Federal rate" for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC Residual Certificate, which rate is computed and published monthly by the IRS) on the REMIC Residual Certificate equals at least the present value of the expected tax on the anticipated excess inclusions, and (2) the transferor reasonably expects that the transferee will receive distributions with respect to the REMIC Residual Certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. Under the REMIC Regulations, a safe harbor is provided if (1) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no significant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future, (2) the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due and (3) the transferee represents to the transferor that it will not cause income from the REMIC Residual Certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the transferee or any other person. Accordingly, all transfers of REMIC Residual Certificates that may constitute noneconomic residual interests will be subject to certain restrictions under the terms of the related Pooling and Servicing Agreement that are intended to reduce the possibility of any such transfer being disregarded. Such restrictions will require the transferee to provide an affidavit to certify to the matters in the preceding sentence. The transferor must have no actual knowledge or reason to know that those statements are false. In addition to the three conditions set forth above, the REMIC Regulations contain a fourth requirement that must be satisfied in one of two alternative ways for the transferor to have a "safe harbor" against ignoring the transfer: 84 (1) the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest not exceed the sum of: (i) the present value of any consideration given to the transferee to acquire the interest; (ii) the present value of the expected future distributions on the interest; and (iii) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses. For purposes of the computations under this "minimum transfer price" alternative, the transferee is assumed to pay tax at the highest rate of tax specified in Section 11(b)(1) of the Code (currently 35%) or, in certain circumstances, the minimum tax rate specified in Section 55 of the Code. Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Section 1274(d) of the Code for the month of the transfer and the compounding period used by the transferee; or (2) (i) the transferee must be a domestic "C" corporation (other than a corporation exempt from taxation of a regulated investment company or real estate investment trust) that meets certain gross and net asset tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years); (ii) the transferee must agree in writing that it will transfer the REMIC Residual Certificate only to a subsequent transferee that is an eligible corporation and meets the requirements for a safe harbor transfer; and (iii) the facts and circumstances known to the transferor on or before the date of the transfer must not reasonably indicate that the taxes associated with ownership of the REMIC Residual Certificate will not be paid by the transferee. The related prospectus supplement will disclose whether offered REMIC Residual Certificates may be considered "noneconomic" residual interests under the REMIC Regulations; provided, however, that any disclosure that a REMIC Residual Certificate will not be considered "noneconomic" will be based upon certain assumptions, and the depositor will make no representation that a REMIC Residual Certificate will not be considered "noneconomic" for purposes of the above-described rules. See "--Foreign Investors in REMIC Certificates" below for additional restrictions applicable to transfers of certain REMIC Residual Certificates to foreign persons. Mark-to-Market Rules. The IRS has issued regulations, relating to the requirement that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities owned by a dealer, except to the extent that the dealer has specifically identified a security as held for investment. The mark-to-market regulations provide that for purposes of this requirement, a REMIC Residual Certificate will not be treated as a security and thus generally may not be marked to market. Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a REMIC generally will be allocated to certain types of holders of the related REMIC Residual Certificates. The applicable Treasury regulations indicate, however, that in the case of a REMIC that is similar to a single class grantor trust, all or a portion of such fees and expenses should be allocated to such types of holders of the related REMIC Regular Certificates. Unless otherwise stated in the related prospectus supplement, such fees and expenses will be allocated to the related REMIC Residual Certificates in their entirety and not to the holders of the related REMIC Regular Certificates. With respect to REMIC Residual Certificates or REMIC Regular Certificates the holders of which receive an allocation of fees and expenses in accordance with the preceding discussion, if any holder thereof is an individual, estate or trust, or a "pass-through entity" beneficially owned by one or more individuals, estates or trusts, (1) an amount equal to such individual's, estate's or trust's share of such fees and expenses will be added to the gross income of such holder and (2) such individual's, estate's or trust's share of such fees and expenses will be treated as a miscellaneous 85 itemized deduction allowable subject to the limitation of Section 67 of the Code, which permits such deductions only to the extent they exceed in the aggregate 2% of a taxpayer's adjusted gross income. In addition, Section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (1) 3% of the excess of the individual's adjusted gross income over such amount or (2) 80% of the amount of itemized deductions otherwise allowable for the taxable year. The amount of additional taxable income reportable by REMIC Certificateholders that are subject to the limitations of either Section 67 or Section 68 of the Code may be substantial. Furthermore, in determining the alternative minimum taxable income of such a holder of a REMIC Certificate that is an individual, estate or trust, or a "pass-through entity" beneficially owned by one or more individuals, estates or trusts, no deduction will be allowed for such holder's allocable portion of servicing fees and other miscellaneous itemized deductions of the REMIC, even though an amount equal to the amount of such fees and other deductions will be included in such holder's gross income. Accordingly, such REMIC Certificates may not be appropriate investments for individuals, estates, or trusts, or pass-through entities beneficially owned by one or more individuals, estates or trusts. Such prospective investors should consult with their tax advisors prior to making an investment in such certificates. Under tax legislation enacted in 2001, the limitations on deductions under Section 68 will be phased out beginning in 2006 and will be eliminated after 2009. Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC Certificate. The adjusted basis of a REMIC Regular Certificate generally will equal the cost of such REMIC Regular Certificate to such Certificateholder, increased by income reported by such Certificateholder with respect to such REMIC Regular Certificate (including original issue discount and market discount income) and reduced (but not below zero) by distributions on such REMIC Regular Certificate received by such Certificateholder and by any amortized premium. The adjusted basis of a REMIC Residual Certificate will be determined as described above under "--Taxation of Owners of REMIC Residual Certificates--Basis Rules, Net Losses and Distributions". Except as provided in the following four paragraphs, any such gain or loss will be capital gain or loss, provided such REMIC Certificate is held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code. The Code as of the date of this prospectus provides for tax rates for individuals on ordinary income that are higher than the tax rates for long-term capital gains of individuals for property held for more than one year. No such rate differential exists for corporations. In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes. Gain from the sale of a REMIC Regular Certificate that might otherwise be a capital gain will be treated as ordinary income to the extent such gain does not exceed the excess, if any, of (1) the amount that would have been includible in the seller's income with respect to such REMIC Regular Certificate assuming that income had accrued thereon at a rate equal to 110% of the "applicable Federal rate" (generally, a rate based on an average of current yields on treasury securities having a maturity comparable to that of the certificate based on the application of the Prepayment Assumption to such certificate), determined as of the date of purchase of such REMIC Regular Certificate, over (2) the amount of ordinary income actually includible in the seller's income prior to such sale. In addition, gain recognized on the sale of a REMIC Regular Certificate by a seller who purchased such REMIC Regular Certificate at a market discount will be taxable as ordinary income in an amount not exceeding the portion of such discount that accrued during the period such REMIC Certificate was held by such holder, reduced by any market discount included in income under the rules described above under "--Taxation of Owners of REMIC Regular Certificates-- Market Discount" and "--Premium". REMIC Certificates will be "evidences of indebtedness" within the meaning of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale of a REMIC Certificate by a bank or thrift institution to which such Section applies will be ordinary income or loss. 86 A portion of any gain from the sale of a REMIC Regular Certificate that might otherwise be capital gain may be treated as ordinary income to the extent that such Certificate is held as part of a "conversion transaction" within the meaning of Section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer's return is attributable to the time value of the taxpayer's net investment in such transaction. The amount of gain so realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer's net investment at 120% of the appropriate "applicable Federal rate" at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for the taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer's net investment income. Except as may be provided in Treasury Department regulations yet to be issued, if the seller of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or acquires any other residual interest in a REMIC or any similar interest in a "taxable mortgage pool" (as defined in Section 7701(i) of the Code) during the period beginning six months before, and ending six months after, the date of such sale, such sale will be subject to the "wash sale" rules of Section 1091 of the Code. In that event, any loss realized by the REMIC Residual Certificateholder on the sale will not be deductible, but instead will be added to such REMIC Residual Certificateholder's adjusted basis in the newly-acquired asset. Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on REMICs equal to 100% of the net income derived from "prohibited transactions". In general, subject to certain specified exceptions a prohibited transaction means the disposition of a mortgage loan, the receipt of income from a source other than a mortgage loan or certain other permitted investments, the receipt of compensation for services, or gain from the disposition of an asset purchased with the payments on the mortgage loans for temporary investment pending distribution on the REMIC Certificates. It is not anticipated that any REMIC will engage in any prohibited transactions in which it would recognize a material amount of net income. In addition, certain contributions to a REMIC made after the day on which the REMIC issues all of its interests could result in the imposition of a tax on the REMIC equal to 100% of the value of the contributed property. Each Pooling and Servicing Agreement will include provisions designed to prevent the acceptance of any contributions that would be subject to such tax. REMICs also are subject to federal income tax at the highest corporate rate on "net income from foreclosure property", determined by reference to the rules applicable to real estate investment trusts. "Net income from foreclosure property" generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust. As provided in each Pooling and Servicing Agreement, a REMIC may recognize "net income from foreclosure property" subject to federal income tax to the extent that the REMIC Administrator determines that such method of operation will result in a greater after-tax return to the trust fund than any other method of operation. Unless otherwise disclosed in the related prospectus supplement, it is not anticipated that any material state or local income or franchise tax will be imposed on any REMIC. Unless otherwise stated in the related prospectus supplement, and to the extent permitted by then applicable laws, any prohibited transactions tax or contributions tax will be borne by the related REMIC administrator, master servicer, special servicer, manager or trustee, in any case out of its own funds, provided that such person has sufficient assets to do so, and provided further that such tax arises out of a breach of such person's obligations under the related Pooling and Servicing 87 Agreement and in respect of compliance with applicable laws and regulations. Any such tax not borne by a REMIC administrator, a master servicer, special servicer, manager or trustee will be charged against the related trust fund resulting in a reduction in amounts payable to holders of the related REMIC Certificates. Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations. If a REMIC Residual Certificate is transferred to a "disqualified organization" (as defined below), a tax would be imposed in an amount (determined under the REMIC Regulations) equal to the product of (1) the present value (discounted using the "applicable Federal rate" for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC Residual Certificate) of the total anticipated excess inclusions with respect to such REMIC Residual Certificate for periods after the transfer and (2) the highest marginal federal income tax rate applicable to corporations. The anticipated excess inclusions must be determined as of the date that the REMIC Residual Certificate is transferred and must be based on events that have occurred up to the time of such transfer, the Prepayment Assumption and any required or permitted clean up calls or required liquidation provided for in the REMIC's organizational documents. Such a tax generally would be imposed on the transferor of the REMIC Residual Certificate, except that where such transfer is through an agent for a disqualified organization, the tax would instead be imposed on such agent. However, a transferor of a REMIC Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a disqualified organization and, as of the time of the transfer, the transferor does not have actual knowledge that such affidavit is false. Moreover, an entity will not qualify as a REMIC unless there are reasonable arrangements designed to ensure that (1) residual interests in such entity are not held by disqualified organizations and (2) information necessary for the application of the tax described herein will be made available. Restrictions on the transfer of REMIC Residual Certificates and certain other provisions that are intended to meet this requirement will be included in each Pooling and Servicing Agreement, and will be discussed in any prospectus supplement relating to the offering of any REMIC Residual Certificate. In addition, if a "pass-through entity" (as defined below) includes in income excess inclusions with respect to a REMIC Residual Certificate, and a disqualified organization is the record holder of an interest in such entity, then a tax will be imposed on such entity equal to the product of (1) the amount of excess inclusions on the REMIC Residual Certificate that are allocable to the interest in the pass-through entity held by such disqualified organization and (2) the highest marginal federal income tax rate imposed on corporations. A pass-through entity will not be subject to this tax for any period, however, if each record holder of an interest in such pass-through entity furnishes to such pass-through entity (1) such holder's social security number and a statement under penalties of perjury that such social security number is that of the record holder or (2) a statement under penalties of perjury that such record holder is not a disqualified organization. If an "electing large partnership" holds a REMIC Residual Certificate, all interests in the electing large partnership are treated as held by disqualified organizations for purposes of the tax imposed upon a pass-through entity by Section 860E(c) of the Code. An exception to this tax, otherwise available to a pass-through entity that is furnished certain affidavits by record holders of interests in the entity and that does not know such affidavits are false, is not available to an electing large partnership. For these purposes, a "disqualified organization" means (1) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of the foregoing (but would not include instrumentalities described in Section 168(h)(2)(D) of the Code or the Federal Home Loan Mortgage Corporation), (2) any organization (other than a cooperative described in Section 521 of the Code) that is exempt from federal income tax, unless it is subject to the tax imposed by Section 511 of the Code or (3) any organization described in Section 1381(a)(2)(C) of the Code. In addition, a "pass-through entity" means any regulated investment company, real estate investment trust, trust, partnership or certain other entities described in Section 860E(e)(6) of the Code. In addition, a person holding an interest in a pass-through entity as a nominee for another person will, with respect to such interest, be treated as 88 a pass-through entity. For these purposes, an "electing large partnership" means a partnership (other than a service partnership or certain commodity pools) having more than 100 members that has elected to apply certain simplified reporting provisions under the Code. Termination. A REMIC will terminate immediately after the Distribution Date following receipt by the REMIC of the final payment in respect of the mortgage loans or upon a sale of the REMIC's assets following the adoption by the REMIC of a plan of complete liquidation. The last distribution on a REMIC Regular Certificate will be treated as a payment in retirement of a debt instrument. In the case of a REMIC Residual Certificate, if the last distribution on such REMIC Residual Certificate is less than the REMIC Residual Certificateholder's adjusted basis in such Certificate, such REMIC Residual Certificateholder should (but may not) be treated as realizing a loss equal to the amount of such difference, and such loss may be treated as a capital loss. Reporting and Other Administrative Matters. Solely for purposes of the administrative provisions of the Code, the REMIC will be treated as a partnership and REMIC Residual Certificateholders will be treated as partners. Unless otherwise stated in the related prospectus supplement, the holder of the largest percentage interest in a class of REMIC Residual Certificates will be the "tax matters person" with respect to the related REMIC, and the REMIC administrator will file REMIC federal income tax returns on behalf of the related REMIC, and will be designated as and will act as agent of, and attorney-in-fact for, the tax matters person with respect to the REMIC in all respects. As the tax matters person, the REMIC administrator, subject to certain notice requirements and various restrictions and limitations, generally will have the authority to act on behalf of the REMIC and the REMIC Residual Certificateholders in connection with the administrative and judicial review of items of income, deduction, gain or loss of the REMIC, as well as the REMIC's classification. REMIC Residual Certificateholders generally will be required to report such REMIC items consistently with their treatment on the related REMIC's tax return and may in some circumstances be bound by a settlement agreement between the REMIC Administrator, as tax matters person, and the IRS concerning any such REMIC item. Adjustments made to the REMIC tax return may require a REMIC Residual Certificateholder to make corresponding adjustments on its return, and an audit of the REMIC's tax return, or the adjustments resulting from such an audit, could result in an audit of a REMIC Residual Certificateholder's return. Any person that holds a REMIC Residual Certificate as a nominee for another person may be required to furnish to the related REMIC, in a manner to be provided in Treasury Department regulations, the name and address of such person and other information. Reporting of interest income, including any original issue discount, with respect to REMIC Regular Certificates is required annually, and may be required more frequently under Treasury Department regulations. These information reports generally are required to be sent to individual holders of REMIC Regular Interests and the IRS; holders of REMIC Regular Certificates that are corporations, trusts, securities dealers and certain other nonindividuals will be provided interest and original issue discount income information and the information set forth in the following paragraph upon request in accordance with the requirements of the applicable regulations. The information must be provided by the later of 30 days after the end of the quarter for which the information was requested, or two weeks after the receipt of the request. Reporting with respect to REMIC Residual Certificates, including income, excess inclusions, investment expenses and relevant information regarding qualification of the REMIC's assets will be made as required under the Treasury Department regulations, generally on a quarterly basis. As applicable, the REMIC Regular Certificate information reports will include a statement of the adjusted issue price of the REMIC Regular Certificate at the beginning of each accrual period. In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount. Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder's purchase price that the REMIC may not have, such regulations only require that information pertaining to the appropriate proportionate method of accruing market discount be provided. See "--Taxation of Owners of REMIC Regular Certificates--Market Discount". 89 Unless otherwise specified in the related prospectus supplement, the responsibility for complying with the foregoing reporting rules will be borne by the REMIC administrator. Backup Withholding with Respect to REMIC Certificates. Payments of interest and principal, and proceeds from the sale of REMIC Certificates, may be subject to the "backup withholding tax" at a rate of 28% (increasing to 30% after 2010) unless the recipient of such payments is a U.S. Person and provides IRS Form W-9 with the correct taxpayer identification number; is a non-U.S. Person and provides IRS Form W-8BEN identifying the non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts deducted and withheld from a distribution to a recipient would be allowed as a credit against such recipient's federal income tax. Information reporting requirements may also apply regardless of whether withholding is required. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner. Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder that is not a U.S. Person and is not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of a REMIC Regular Certificate will not, unless otherwise disclosed in the related prospectus supplement, be subject to United States federal income or withholding tax in respect of a distribution on a REMIC Regular Certificate, provided that the holder provides appropriate documentation. The appropriate documentation includes Form W-8BEN, if the non-U.S. Person is a corporation or individual eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if the non-U.S. Person is eligible for an exemption on the basis of its income from the REMIC Regular Certificate being effectively connected to a United States trade or business; Form W-8BEN or Form W-8IMY if the non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the REMIC Regular Certificate; and Form W-8IMY, with supporting documentation as specified in the Treasury Regulations, required to substantiate exemptions from withholding on behalf of its partners, if the non-U.S. Person is a partnership. An intermediary (other than a partnership) must provide Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A "qualified intermediary" must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its Form W-8IMY, and may certify its account holders' status without including each beneficial owner's certification. A non-"qualified intermediary" must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term "intermediary" means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a REMIC Regular Certificate. A "qualified intermediary" is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS. It is possible that the IRS may assert that the foregoing tax exemption should not apply with respect to a REMIC Regular Certificate held by a REMIC Residual Certificateholder that owns directly or indirectly a 10% or greater interest in the REMIC Residual Certificates. If the holder does not qualify for exemption, distributions of interest, including distributions in respect of accrued original issue discount, to such holder may be subject to a tax rate of 30%. In addition, the foregoing rules will not apply to exempt a United States shareholder of a controlled foreign corporation from taxation on such United States shareholder's allocable portion of the interest income received by such controlled foreign corporation. Further, it appears that a REMIC Regular Certificate would not be included in the estate of a nonresident alien individual and would not be subject to United States estate taxes. However, Certificateholders who are nonresident alien individuals should consult their tax advisors concerning this question. 90 Unless otherwise stated in the related prospectus supplement, transfers of REMIC Residual Certificates to investors that are not United States Persons will be prohibited under the related Pooling and Servicing Agreement. GRANTOR TRUST FUNDS Classification of Grantor Trust Funds. With respect to each series of Grantor Trust Certificates, in the opinion of counsel to the depositor for such series, assuming compliance with all provisions of the related Pooling and Servicing Agreement, the related Grantor Trust Fund will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as a partnership or an association taxable as a corporation. The following general discussion of the anticipated federal income tax consequences of the purchase, ownership and disposition of Grantor Trust Certificates, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of counsel to the depositor for the applicable series as specified in the related prospectus supplement, subject to any qualifications set forth in this prospectus. In addition, counsel to the depositor has prepared or reviewed the statements in this prospectus under the heading "Certain Federal Income Tax Consequences--Grantor Trust Funds," and is of the opinion that such statements are correct in all material respects. Such statements are intended as an explanatory discussion of the possible effects of the classification of any Grantor Trust Fund as a grantor trust for federal income tax purposes on investors generally and of related tax matters affecting investors generally, but do not purport to furnish information in the level of detail or with the attention to an investor's specific tax circumstances that would be provided by an investor's own tax advisor. Accordingly, each investor is advised to consult its own tax advisors with regard to the tax consequences to it of investing in Grantor Trust Certificates. Characterization of Investments in Grantor Trust Certificates. Grantor Trust Fractional Interest Certificates. In the case of Grantor Trust Fractional Interest Certificates, unless otherwise disclosed in the related prospectus supplement, counsel to the depositor will deliver an opinion that, in general, Grantor Trust Fractional Interest Certificates will represent interests in (1) "loans . . . secured by an interest in real property" within the meaning of Section 7701(a)(19)(C)(v) of the Code; (2) "obligation[s] (including any participation or certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property" within the meaning of Section 860G(a)(3) of the Code; and (3) "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code. In addition, counsel to the depositor will deliver an opinion that interest on Grantor Trust Fractional Interest Certificates will to the same extent be considered "interest on obligations secured by mortgages on real property or on interests in real property" within the meaning of Section 856(c)(3)(B) of the Code. Grantor Trust Strip Certificates. Even if Grantor Trust Strip Certificates evidence an interest in a Grantor Trust Fund consisting of mortgage loans that are "loans . . . secured by an interest in real property" within the meaning of Section 7701(a)(19)(C)(v) of the Code and "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code, and the interest on which is "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(B) of the Code, it is unclear whether the Grantor Trust Strip Certificates, and the income therefrom, will be so characterized. However, the policies underlying such sections (namely, to encourage or require investments in mortgage loans by thrift institutions and real estate investment trusts) may suggest that such characterization is appropriate. Counsel to the depositor will not deliver any opinion on these questions. Prospective purchasers to which such characterization of an investment in Grantor Trust Strip Certificates is material should consult their tax advisors regarding whether the Grantor Trust Strip Certificates, and the income therefrom, will be so characterized. The Grantor Trust Strip Certificates will be "obligation[s] (including any participation or Certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property" within the meaning of Section 860G(a)(3)(A) of the Code. 91 Taxation of Owners of Grantor Trust Fractional Interest Certificates. General. Holders of a particular series of Grantor Trust Fractional Interest Certificates generally will be required to report on their federal income tax returns their shares of the entire income from the mortgage loans (including amounts used to pay reasonable servicing fees and other expenses) and will be entitled to deduct their shares of any such reasonable servicing fees and other expenses. Because of stripped interests, market or original issue discount, or premium, the amount includible in income on account of a Grantor Trust Fractional Interest Certificate may differ significantly from the amount distributable thereon representing interest on the mortgage loans. Under Section 67 of the Code, an individual, estate or trust holding a Grantor Trust Fractional Interest Certificate directly or through certain pass-through entities will be allowed a deduction for such reasonable servicing fees and expenses only to the extent that the aggregate of such holder's miscellaneous itemized deductions exceeds two percent of such holder's adjusted gross income. In addition, Section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (1) 3% of the excess of the individual's adjusted gross income over such amount or (2) 80% of the amount of itemized deductions otherwise allowable for the taxable year. The amount of additional taxable income reportable by holders of Grantor Trust Fractional Interest Certificates who are subject to the limitations of either Section 67 or Section 68 of the Code may be substantial. Further, Certificateholders (other than corporations) subject to the alternative minimum tax may not deduct miscellaneous itemized deductions in determining such holder's alternative minimum taxable income. Under tax legislation enacted in 2001, this limitation on deductions under Section 68 will be phased out beginning in 2006 and will be eliminated after 2009. Although it is not entirely clear, it appears that in transactions in which multiple classes of Grantor Trust Certificates (including Grantor Trust Strip Certificates) are issued, such fees and expenses should be allocated among the classes of Grantor Trust Certificates using a method that recognizes that each such class benefits from the related services. In the absence of statutory or administrative clarification as to the method to be used, it currently is intended to base information returns or reports to the IRS and Certificateholders on a method that allocates such expenses among classes of Grantor Trust Certificates with respect to each period based on the distributions made to each such class during that period. The federal income tax treatment of Grantor Trust Fractional Interest Certificates of any series will depend on whether they are subject to the "stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional Interest Certificates may be subject to those rules if (1) a class of Grantor Trust Strip Certificates is issued as part of the same series of certificates or (2) the depositor or any of its affiliates retains (for its own account or for purposes of resale) a right to receive a specified portion of the interest payable on a mortgage asset. Further, the IRS has ruled that an unreasonably high servicing fee retained by a seller or servicer will be treated as a retained ownership interest in mortgages that constitutes a stripped coupon. The related prospectus supplement will include information regarding servicing fees paid to a master servicer, a special servicer, any sub-servicer or their respective affiliates. If Stripped Bond Rules Apply. If the stripped bond rules apply, each Grantor Trust Fractional Interest Certificate will be treated as having been issued with "original issue discount" within the meaning of Section 1273(a) of the Code, subject, however, to the discussion below regarding the treatment of certain stripped bonds as market discount bonds and the discussion regarding de minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates --Market Discount" below. Under the stripped bond rules, the holder of a Grantor Trust Fractional Interest Certificate (whether a cash or accrual method taxpayer) will be required to report interest income from its Grantor Trust Fractional Interest Certificate for each month in an amount equal to the income that accrues on such Certificate in that month calculated under a constant yield method, in accordance with the rules of the Code relating to original issue discount. The original issue discount on a Grantor Trust Fractional Interest Certificate will be the excess of such Certificate's stated redemption price over its issue price. The issue price of a Grantor Trust Fractional Interest Certificate as to any purchaser will be equal to the price paid by such purchaser 92 of the Grantor Trust Fractional Interest Certificate. The stated redemption price of a Grantor Trust Fractional Interest Certificate will be the sum of all payments to be made on such Certificate, other than "qualified stated interest", if any, as well as such certificate's share of reasonable servicing fees and other expenses. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of "qualified stated interest". In general, the amount of such income that accrues in any month would equal the product of such holder's adjusted basis in such Grantor Trust Fractional Interest Certificate at the beginning of such month (see "--Sales of Grantor Trust Certificates" below) and the yield of such Grantor Trust Fractional Interest Certificate to such holder. Such yield would be computed as the rate (compounded based on the regular interval between payment dates) that, if used to discount the holder's share of future payments on the mortgage loans, would cause the present value of those future payments to equal the price at which the holder purchased such Certificate. In computing yield under the stripped bond rules, a Certificateholder's share of future payments on the mortgage loans will not include any payments made in respect of any ownership interest in the mortgage loans retained by the depositor, the master servicer, the special servicer, any sub-servicer or their respective affiliates, but will include such Certificateholder's share of any reasonable servicing fees and other expenses. Section 1272(a)(6) of the Code requires (1) the use of a reasonable prepayment assumption in accruing original issue discount and (2) adjustments in the accrual of original issue discount when prepayments do not conform to the prepayment assumption, with respect to certain categories of debt instruments, and regulations could be adopted applying those provisions to the Grantor Trust Fractional Interest Certificates. It is unclear whether those provisions would be applicable to the Grantor Trust Fractional Interest Certificates or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules. It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the Grantor Trust Fractional Interest Certificate or, with respect to any holder, at the time of purchase of the Grantor Trust Fractional Interest Certificate by that holder. Certificateholders are advised to consult their tax advisors concerning reporting original issue discount in general and, in particular, whether a prepayment assumption should be used in reporting original issue discount with respect to Grantor Trust Fractional Interest Certificates. In the case of a Grantor Trust Fractional Interest Certificate acquired at a price equal to the principal amount of the mortgage loans allocable to such Certificate, the use of a prepayment assumption generally would not have any significant effect on the yield used in calculating accruals of interest income. In the case, however, of a Grantor Trust Fractional Interest Certificate acquired at a discount or premium (that is, at a price less than or greater than such principal amount, respectively), the use of a reasonable prepayment assumption would increase or decrease such yield, and thus accelerate or decelerate, respectively, the reporting of income. If a prepayment assumption is not used, then when a mortgage loan prepays in full, the holder of a Grantor Trust Fractional Interest Certificate acquired at a discount or a premium generally will recognize ordinary income or loss equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to such Certificate and the portion of the adjusted basis of such Certificate that is allocable to such Certificateholder's interest in the mortgage loan. If a prepayment assumption is used, it appears that no separate item of income or loss should be recognized upon a prepayment. Instead, a prepayment should be treated as a partial payment of the stated redemption price of the Grantor Trust Fractional Interest Certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates. See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. It is unclear whether any other adjustments would be required to reflect differences between an assumed prepayment rate and the actual rate of prepayments. In the absence of statutory or administrative clarification, it is currently intended to base information reports or returns to the IRS and Certificateholders in transactions subject to the stripped bond rules on a Prepayment Assumption that will be disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates. However, neither the depositor nor any other person will make any 93 representation that the mortgage loans will in fact prepay at a rate conforming to such Prepayment Assumption or any other rate and Certificateholders should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders of each series who bought at that price. In light of the application of Section 1286 of the Code, a beneficial owner of a stripped bond generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to these stripped bonds, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of original issue discount for these certificates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a stripped bond generally will be different than that reported to holders and the IRS. Prospective investors should consult their own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences to them if they should fail to do so. Under Treasury regulations Section 1.1286-1, certain stripped bonds are to be treated as market discount bonds and, accordingly, any purchaser of such a bond is to account for any discount on the bond as market discount rather than original issue discount. This treatment only applies, however, if immediately after the most recent disposition of the bond by a person stripping one or more coupons from the bond and disposing of the bond or coupon (1) there is no original issue discount (or only a de minimis amount of original issue discount) or (2) the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the original mortgage loan (before subtracting any servicing fee or any stripped coupon). If interest payable on a Grantor Trust Fractional Interest Certificate is more than one percentage point lower than the gross interest rate payable on the mortgage loans, the related prospectus supplement will disclose that fact. If the original issue discount or market discount on a Grantor Trust Fractional Interest Certificate determined under the stripped bond rules is less than 0.25% of the stated redemption price multiplied by the weighted average maturity of the mortgage loans, then such original issue discount or market discount will be considered to be de minimis. Original issue discount or market discount of only a de minimis amount will be included in income in the same manner as de minimis original issue and market discount described in "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" and "--Market Discount" below. If Stripped Bond Rules Do Not Apply. Subject to the discussion below on original issue discount, if the stripped bond rules do not apply to a Grantor Trust Fractional Interest Certificate, the Certificateholder will be required to report its share of the interest income on the mortgage loans in accordance with such Certificateholder's normal method of accounting. The original issue discount rules will apply, even if the stripped bond rules do not apply, to a Grantor Trust Fractional Interest Certificate to the extent it evidences an interest in mortgage loans issued with original issue discount. The original issue discount, if any, on the mortgage loans will equal the difference between the stated redemption price of such mortgage loans and their issue price. For a definition of "stated redemption price," see "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. In general, the issue price of a mortgage loan will be the amount received by the borrower from the lender under the terms of the mortgage loan, less any "points" paid by the borrower, and the stated redemption price of a mortgage loan will equal its principal amount, unless the mortgage loan provides for an initial "teaser," or below-market interest rate. The determination as to whether original issue discount will be considered to be de minimis will be calculated using the same test as in the REMIC discussion. See "--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. 94 In the case of mortgage loans bearing adjustable or variable interest rates, the related prospectus supplement will describe the manner in which such rules will be applied with respect to those mortgage loans by the trustee or master servicer, as applicable, in preparing information returns to the Certificateholders and the IRS. If original issue discount is in excess of a de minimis amount, all original issue discount with respect to a mortgage loan will be required to be accrued and reported in income each month, based on a constant yield. The OID Regulations suggest that no prepayment assumption is appropriate in computing the yield on prepayable obligations issued with original issue discount. In the absence of statutory or administrative clarification, it currently is not intended to base information reports or returns to the IRS and Certificateholders on the use of a prepayment assumption in transactions not subject to the stripped bond rules. However, Section 1272(a)(6) of the Code may require that a prepayment assumption be made in computing yield with respect to all mortgage-backed securities. Certificateholders are advised to consult their own tax advisors concerning whether a prepayment assumption should be used in reporting original issue discount with respect to Grantor Trust Fractional Interest Certificates. Certificateholders should refer to the related prospectus supplement with respect to each series to determine whether and in what manner the original issue discount rules will apply to mortgage loans in such series. A purchaser of a Grantor Trust Fractional Interest Certificate that purchases such Grantor Trust Fractional Interest Certificate at a cost less than such certificate's allocable portion of the aggregate remaining stated redemption price of the mortgage loans held in the related trust fund will also be required to include in gross income such certificate's daily portions of any original issue discount with respect to such mortgage loans. However, each such daily portion will be reduced, if the cost of such Grantor Trust Fractional Interest Certificate to such purchaser is in excess of such Certificate's allocable portion of the aggregate "adjusted issue prices" of the mortgage loans held in the related trust fund, approximately in proportion to the ratio such excess bears to such Certificate's allocable portion of the aggregate original issue discount remaining to be accrued on such mortgage loans. The adjusted issue price of a mortgage loan on any given day equals the sum of (1) the adjusted issue price (or, in the case of the first accrual period, the issue price) of such mortgage loan at the beginning of the accrual period that includes such day and (2) the daily portions of original issue discount for all days during such accrual period prior to such day. The adjusted issue price of a mortgage loan at the beginning of any accrual period will equal the issue price of such mortgage loan, increased by the aggregate amount of original issue discount with respect to such mortgage loan that accrued in prior accrual periods, and reduced by the amount of any payments made on such mortgage loan in prior accrual periods of amounts included in its stated redemption price. Unless otherwise provided in the related prospectus supplement, the trustee or master servicer, as applicable, will provide to any holder of a Grantor Trust Fractional Interest Certificate such information as such holder may reasonably request from time to time with respect to original issue discount accruing on Grantor Trust Fractional Interest Certificates. See "--Grantor Trust Reporting" below. Market Discount. If the stripped bond rules do not apply to a Grantor Trust Fractional Interest Certificate, a Certificateholder may be subject to the market discount rules of Sections 1276 through 1278 of the Code to the extent an interest in a mortgage loan is considered to have been purchased at a "market discount", that is, in the case of a mortgage loan issued without original issue discount, at a purchase price less than its remaining stated redemption price (as defined above), or in the case of a mortgage loan issued with original issue discount, at a purchase price less than its adjusted issue price (as defined above). If market discount is in excess of a de minimis amount (as described below), the holder generally will be required to include in income in each month the amount of such discount that has accrued (under the rules described in the next paragraph) through such month that has not previously been included in income, but limited, in the case of the portion of such discount that is allocable to any mortgage loan, to the payment of stated redemption price on such mortgage loan that is received by (or, in the case of accrual basis Certificateholders, due to) the trust fund in that month. A Certificateholder may elect to include market discount in income 95 currently as it accrues (under a constant yield method based on the yield of the Certificate to such holder) rather than including it on a deferred basis in accordance with the foregoing under rules similar to those described in "--Taxation of Owners of REMIC Regular Interests--Market Discount" above. Section 1276(b)(3) of the Code authorized the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until such time as regulations are issued by the Treasury Department, certain rules described in the Committee Report apply. Under those rules, in each accrual period market discount on the mortgage loans should accrue, at the holder's option: (1) on the basis of a constant yield method, (2) in the case of a mortgage loan issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total stated interest remaining to be paid on the mortgage loan as of the beginning of the accrual period, or (3) in the case of a mortgage loan issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining at the beginning of the accrual period. The prepayment assumption, if any, used in calculating the accrual of original issue discount is to be used in calculating the accrual of market discount. The effect of using a prepayment assumption could be to accelerate the reporting of such discount income. Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a mortgage loan purchased at a discount in the secondary market. Because the mortgage loans will provide for periodic payments of stated redemption price, such discount may be required to be included in income at a rate that is not significantly slower than the rate at which such discount would be included in income if it were original issue discount. Market discount with respect to mortgage loans may be considered to be de minimis and, if so, will be includible in income under de minimis rules similar to those described above in "--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above within the exception that it is less likely that a prepayment assumption will be used for purposes of such rules with respect to the mortgage loans. Further, under the rules described above in "--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount", any discount that is not original issue discount and exceeds a de minimis amount may require the deferral of interest expense deductions attributable to accrued market discount not yet includible in income, unless an election has been made to report market discount currently as it accrues. This rule applies without regard to the origination dates of the mortgage loans. Premium. If a Certificateholder is treated as acquiring the underlying mortgage loans at a premium, that is, at a price in excess of their remaining stated redemption price, such Certificateholder may elect under Section 171 of the Code to amortize using a constant yield method the portion of such premium allocable to mortgage loans originated after September 27, 1985. Amortizable premium is treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. However, premium allocable to mortgage loans originated before September 28, 1985 or to mortgage loans for which an amortization election is not made, should be allocated among the payments of stated redemption price on the mortgage loan and be allowed as a deduction as such payments are made (or, for a Certificateholder using the accrual method of accounting, when such payments of stated redemption price are due). It is unclear whether a prepayment assumption should be used in computing amortization of premium allowable under Section 171 of the Code. If premium is not subject to amortization using a prepayment assumption and a mortgage loan prepays in full, the holder of a Grantor Trust Fractional Interest Certificate acquired at a premium should recognize a loss equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to the Certificate and the portion of the adjusted basis of the Certificate that is allocable to the mortgage loan. If a prepayment assumption is used to amortize such premium, it appears that such a loss 96 would be unavailable. Instead, if a prepayment assumption is used, a prepayment should be treated as a partial payment of the stated redemption price of the Grantor Trust Fractional Interest Certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates. See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount" above. It is unclear whether any other adjustments would be required to reflect differences between the prepayment assumption and the actual rate of prepayments. Taxation of Owners of Grantor Trust Strip Certificates. The "stripped coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip Certificates. Except as described above in "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Apply", no regulations or published rulings under Section 1286 of the Code have been issued and some uncertainty exists as to how it will be applied to securities such as the Grantor Trust Strip Certificates. Accordingly, holders of Grantor Trust Strip Certificates should consult their tax advisors concerning the method to be used in reporting income or loss with respect to such Certificates. The OID Regulations do not apply to "stripped coupons", although they provide general guidance as to how the original issue discount sections of the Code will be applied. In addition, the discussion below is subject to the discussion under "--Possible Application of Proposed Contingent Payment Rules" below and assumes that the holder of a Grantor Trust Strip Certificate will not own any Grantor Trust Fractional Interest Certificates. Under the stripped coupon rules, it appears that original issue discount will be required to be accrued in each month on the Grantor Trust Strip Certificates based on a constant yield method. In effect, each holder of Grantor Trust Strip Certificates would include as interest income in each month an amount equal to the product of such holder's adjusted basis in such Grantor Trust Strip Certificate at the beginning of such month and the yield of such Grantor Trust Strip Certificate to such holder. Such yield would be calculated based on the price paid for that Grantor Trust Strip Certificate by its holder and the payments remaining to be made thereon at the time of the purchase, plus an allocable portion of the servicing fees and expenses to be paid with respect to the mortgage loans. See "--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Apply" above. As noted above, Section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing the accrual of original issue discount with respect to certain categories of debt instruments, and that adjustments be made in the amount and rate of accrual of such discount when prepayments do not conform to such prepayment assumption. Regulations could be adopted applying those provisions to the Grantor Trust Strip Certificates. It is unclear whether those provisions would be applicable to the Grantor Trust Strip Certificates or whether use of a prepayment assumption may be required or permitted in the absence of such regulations. It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the Grantor Trust Strip Certificate or, with respect to any subsequent holder, at the time of purchase of the Grantor Trust Strip Certificate by that holder. The accrual of income on the Grantor Trust Strip Certificates will be significantly slower if a prepayment assumption is permitted to be made than if yield is computed assuming no prepayments. In the absence of statutory or administrative clarification, it currently is intended to base information returns or reports to the IRS and Certificateholders on the Prepayment Assumption disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the Prepayment Assumption or at any other rate and Certificateholders should bear in mind that the use of a representative initial offering price will mean that such information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders of each series who bought at that price. Prospective purchasers of the Grantor Trust Strip Certificates should consult their tax advisors regarding the use of the Prepayment Assumption. 97 It is unclear under what circumstances, if any, the prepayment of a mortgage loan will give rise to a loss to the holder of a Grantor Trust Strip Certificate. If a Grantor Trust Strip Certificate is treated as a single instrument (rather than an interest in discrete mortgage loans) and the effect of prepayments is taken into account in computing yield with respect to such Grantor Trust Strip Certificate, it appears that no loss may be available as a result of any particular prepayment unless prepayments occur at a rate faster than the Prepayment Assumption. However, if a Grantor Trust Strip Certificate is treated as an interest in discrete mortgage loans, or if the Prepayment Assumption is not used, then when a mortgage loan is prepaid, the holder of a Grantor Trust Strip Certificate should be able to recognize a loss equal to the portion of the adjusted issue price of the Grantor Trust Strip Certificate that is allocable to such mortgage loan. Possible Application of Contingent Payment Rules. The coupon stripping rules' general treatment of stripped coupons is to regard them as newly issued debt instruments in the hands of each purchaser. To the extent that payments on the Grantor Trust Strip Certificates would cease if the mortgage loans were prepaid in full, the Grantor Trust Strip Certificates could be considered to be debt instruments providing for contingent payments. Under the OID Regulations, debt instruments providing for contingent payments are not subject to the same rules as debt instruments providing for noncontingent payments. Treasury Department regulations have been promulgated regarding contingent payment debt instruments, but it appears that Grantor Trust Strip Certificates, due to their similarity to other mortgage-backed securities (such as REMIC regular interests and debt instruments subject to Section 1272(a)(6) of the Code) that are expressly excepted from the application of such Regulations, may also be excepted from such regulations. Like the OID Regulations, the contingent payment regulations do not specifically address securities, such as the Grantor Trust Strip Certificates, that are subject to the stripped bond rules of Section 1286 of the Code. If the contingent payment rules similar to those under the OID Regulations were to apply, the holder of a Grantor Trust Strip Certificate would be required to apply a "noncontingent bond method." Under the "noncontingent bond method," the issuer of a Grantor Trust Strip Certificate determines a projected payment schedule. Holders of Grantor Trust Strip Certificates are bound by the issuer's projected payment schedule. The projected payment schedule consists of all noncontingent payments and a projected amount for each contingent payment based on the comparable yield (as described below) of the Grantor Trust Strip Certificate. The projected amount of each payment is determined so that the projected payment schedule reflects the projected yield. The projected amount of each payment must reasonably reflect the relative expected values of the payments to be received by the holders of a Grantor Trust Strip Certificate. The comparable yield referred to above is a rate that, as of the issue date, reflects the yield at which the issuer would issue a fixed rate debt instrument with terms and conditions similar to the contingent payment debt instrument, including general market conditions, the credit quality of the issuer, and the terms and conditions of the mortgage loans. The holder of a Grantor Trust Strip Certificate would be required to include as interest income in each month the adjusted issue price of the Grantor Trust Strip Certificate at the beginning of the period multiplied by the comparable yield. Certificateholders should consult their tax advisors concerning the possible application of the contingent payment rules to the Grantor Trust Strip Certificates. Sales of Grantor Trust Certificates. Any gain or loss, equal to the difference between the amount realized on the sale or exchange of a Grantor Trust Certificate and its adjusted basis, recognized on such sale or exchange of a Grantor Trust Certificate by an investor who holds such Grantor Trust Certificate as a capital asset, will be capital gain or loss, except to the extent of accrued and unrecognized market discount, which will be treated as ordinary income, and (in the case of banks and other financial institutions) except as provided under Section 582(c) of the Code. The adjusted basis of a Grantor Trust Certificate generally will equal its cost, increased by any income reported by the seller (including original issue discount and market discount income) and reduced (but not below zero) by any previously reported losses, any amortized premium and by any distributions with respect to such Grantor Trust Certificate. The Code as of the date of this prospectus generally provides for tax rates of noncorporate taxpayers on ordinary income that are higher than the rates 98 on long-term capital gains (generally, property held for more than one year). No such rate differential exists for corporations. In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes. Gain or loss from the sale of a Grantor Trust Certificate may be partially or wholly ordinary and not capital in certain circumstances. Gain attributable to accrued and unrecognized market discount will be treated as ordinary income, as will gain or loss recognized by banks and other financial institutions subject to Section 582(c) of the Code. Furthermore, a portion of any gain that might otherwise be capital gain may be treated as ordinary income to the extent that the Grantor Trust Certificate is held as part of a "conversion transaction" within the meaning of Section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer's return is attributable to the time value of the taxpayer's net investment in such transaction. The amount of gain realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer's net investment at 120% of the appropriate "applicable Federal rate" (which rate is computed and published monthly by the IRS) at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for that taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer's net investment income. Grantor Trust Reporting. Unless otherwise provided in the related prospectus supplement, the trustee or master servicer, as applicable, will furnish to each holder of a Grantor Trust Certificate with each distribution a statement setting forth the amount of such distribution allocable to principal on the underlying mortgage loans and to interest thereon at the related pass-through rate. In addition, the trustee or master servicer, as applicable, will furnish, within a reasonable time after the end of each calendar year, to each holder of a Grantor Trust Certificate who was such a holder at any time during such year, information regarding the amount of servicing compensation received by the master servicer, the special servicer or any sub-servicer, and such other customary factual information as the depositor or the reporting party deems necessary or desirable to enable holders of Grantor Trust Certificates to prepare their tax returns and will furnish comparable information to the IRS as and when required by law to do so. Because the rules for accruing discount and amortizing premium with respect to the Grantor Trust Certificates are uncertain in various respects, there is no assurance the IRS will agree with the trustee's or master servicer's, as the case may be, information reports of such items of income and expense. Moreover, such information reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial Certificateholders that bought their certificates at the representative initial offering price used in preparing such reports. Backup Withholding. In general, the rules described above in "--REMICs--Backup Withholding with Respect to REMIC Certificates" will also apply to Grantor Trust Certificates. Foreign Investors. In general, the discussion with respect to REMIC Regular Certificates in "-- REMICs--Foreign Investors in REMIC Certificates" above applies to Grantor Trust Certificates except that Grantor Trust Certificates will, unless otherwise disclosed in the related prospectus supplement, be eligible for exemption from U.S. withholding tax, subject to the conditions described in such discussion, only to the extent the related mortgage loans were originated after July 18, 1984. To the extent that interest on a Grantor Trust Certificate would be exempt under Sections 871(h)(1) and 881(c) of the Code from United States withholding tax, and the Grantor Trust Certificate is not held in connection with a Certificateholder's trade or business in the United States, such Grantor Trust Certificate will not be subject to United States estate taxes in the estate of a nonresident alien individual. 99 On June 20, 2002, the IRS published proposed regulations which will, when effective, establish a reporting framework for interests in "widely held fixed investment trusts" that will place the responsibility of reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held investment trust is defined as an entity classified as a "trust" under Treasury Regulations Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person's account, (ii) a nominee and (iii) a broker holding an interest for a customer in "street name." These regulations were proposed to be effective beginning January 1, 2004, but such date passed and the regulations have not been finalized. It is unclear when, or if, these regulations will become final. REPORTABLE TRANSACTIONS Any holder of an offered certificate that reports any item or items of income, gain, expense or loss in respect of that certificate for tax purposes in an amount that differs from the amount reported for book purposes by more than $10 million, on a gross basis, in any taxable year may be subject to certain disclosure requirements for "reportable transactions." Prospective investors should consult their tax advisers concerning any possible tax return disclosure obligation with respect to the offered certificates. STATE AND OTHER TAX CONSEQUENCES In addition to the federal income tax consequences described in "Certain Federal Income Tax Consequences," potential investors should consider the state and local tax consequences of the acquisition, ownership, and disposition of the offered certificates. State and local tax law may differ substantially from the corresponding federal law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Therefore, prospective investors should consult their tax advisors with respect to the various tax consequences of investments in the offered certificates. CERTAIN ERISA CONSIDERATIONS GENERAL The Employee Retirement Income Security Act of 1974, as amended, and the Code impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts (and as applicable, insurance company general accounts) in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code ("Plans"), and on persons who are fiduciaries with respect to such Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, such plans may be subject to the provisions of other applicable federal and state law materially similar to ERISA or the Code. Moreover, any such plan which is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code. ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan's investments be made in accordance with the documents governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions involving assets of a Plan and persons who have certain specified relationships to the Plan, unless a statutory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code or a penalty imposed pursuant to Section 502(i) of ERISA, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code. 100 PLAN ASSET REGULATIONS A Plan's investment in offered certificates may cause the underlying mortgage assets and other assets included in a related trust fund to be deemed assets of such Plan. The Plan Asset Regulations provide that when a Plan acquires an equity interest in an entity, the Plan's assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable here apply, or unless the equity participation in the entity by "benefit plan investors" (i.e., Plans and certain employee benefit plans not subject to ERISA) is not "significant", both as defined in the Plan Asset Regulations. For this purpose, in general, equity participation by benefit plan investors will be "significant" on any date if 25% or more of the value of any class of equity interests in the entity is held by benefit plan investors. Equity participation in a trust fund will be significant on any date if immediately after the most recent acquisition of any Certificate, 25% or more of any class of certificates is held by benefit plan investors. Any person who has discretionary authority or control respecting the management or disposition of Plan assets, and any person who provides investment advice with respect to such assets for a fee, is a fiduciary of the investing Plan. If the mortgage assets and other assets included in a trust fund constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as the master servicer, any special servicer, any sub-servicer, the trustee, the obligor under any credit enhancement mechanism, or certain affiliates thereof may be deemed to be a Plan "fiduciary" and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code with respect to the investing Plan. In addition, if the mortgage assets and other assets included in a trust fund constitute Plan assets, the purchase of certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA or the Code. The Plan Asset Regulations provide that where a Plan acquires a "guaranteed governmental mortgage pool certificate", the Plan's assets include such certificate but do not solely by reason of the Plan's holdings of such certificate include any of the mortgages underlying such certificate. The Plan Asset Regulations include in the definition of a "guaranteed governmental mortgage pool certificate" Ginnie Mae, Freddie Mac, Farmer Mac and Fannie Mae Certificates. Accordingly, even if such MBS included in a trust fund were deemed to be assets of Plan investors, the mortgages underlying such MBS would not be treated as assets of such Plans. Private label mortgage participations, mortgage pass-through certificates or other mortgage-backed securities are not "guaranteed governmental mortgage pool certificates" within the meaning of the Plan Asset Regulations; potential Plan investors should consult their counsel and review the ERISA discussion in the related prospectus supplement before purchasing certificates if such MBS are included in the trust fund. The DOL has granted to certain underwriters administrative exemptions, each an "Exemption", for certain mortgage-backed and asset-backed certificates underwritten in whole or in part by the underwriters. An Exemption might be applicable to the initial purchase, the holding, and the subsequent resale by a Plan of certain certificates, such as the offered certificates, underwritten by the underwriters, representing interests in pass-through trusts that consist of certain receivables, loans and other obligations, provided that the conditions and requirements of the Exemption are satisfied. The loans described in the Exemptions include mortgage loans such as the mortgage assets. However, it should be noted that in issuing the Exemptions, the DOL may not have considered interests in pools of the exact nature as some of the offered certificates. If all of the conditions of an Exemption are met, whether or not a Plan's assets would be deemed to include an ownership interest in the mortgage assets, the acquisition, holding and resale of the offered certificates by Plans would be exempt from certain of the prohibited transaction provisions of ERISA and the Code. INSURANCE COMPANY GENERAL ACCOUNTS Sections I and III of PTCE 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code transactions 101 in connection with the servicing, management and operation of a trust (such as the Trust) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the trust, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts would be allowed to purchase certain classes of certificates which do not meet the requirements of any of the Exemptions solely because they (1) are subordinated to other classes of certificates in the trust and/or (2) have not received a rating at the time of the acquisition in one of the four highest rating categories from a nationally recognized statistical rating agency. All other conditions of one of the Exemptions would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing such class of certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied. The Small Business Job Protection Act of 1996 added a new Section 401(c) to ERISA, which provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Section 4975 of the Code, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL has issued final regulations providing guidance for the purpose of determining, in cases where insurance policies supported by an insurer's general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) does not relate to insurance company separate accounts, separate account assets are still treated as Plan assets of any Plan invested in such separate account. Insurance companies contemplating the investment of general account assets in the offered certificates should consult with their legal counsel with respect to the applicability of Section 401(c) of ERISA. CONSULTATION WITH COUNSEL Any Plan fiduciary which proposes to purchase offered certificates on behalf of or with assets of a Plan should consider its general fiduciary obligations under ERISA and should consult with its counsel with respect to the potential applicability of ERISA and the Code to such investment and the availability of any prohibited transaction exemption in connection with any planned purchase. TAX EXEMPT INVESTORS A Plan that is exempt from federal income taxation pursuant to Section 501 of the Code nonetheless will be subject to federal income taxation to the extent that its income is "unrelated business taxable income" within the meaning of Section 512 of the Code. All "excess inclusions" of a REMIC allocated to a REMIC Residual Certificate held by a Plan will be considered unrelated business taxable income and thus will be subject to federal income tax. See "Certain Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Residual Certificates--Excess Inclusions". LEGAL INVESTMENT If so specified in the related prospectus supplement, certain classes of the offered certificates will constitute "mortgage related securities" for purposes of SMMEA. Generally, the only classes of the offered certificates which will qualify as "mortgage related securities" will be those that (1) are rated in one of two highest rating categories by at least one nationally recognized statistical rating organization; and (2) are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate. The appropriate characterization of those offered certificates not qualifying as "mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates") under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such 102 offered certificates, may be subject to significant interpretive uncertainties. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Non-SMMEA Certificates constitute legal investments for them. Those Classes of offered certificates qualifying as "mortgage related securities" will constitute legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities, including depository institutions, insurance companies, trustees, and pension funds, created pursuant to or existing under the laws of the United States or of any state, including the District of Columbia and Puerto Rico, whose authorized investments are subject to state regulation, to the same extent that, under applicable law, obligations issued by or guaranteed as to principal and interest by the United States or any of its agencies or instrumentalities constitute legal investments for those entities. Under SMMEA, a number of states enacted legislation, on or before the October 3, 1991 cutoff for those enactments, limiting to various extents the ability of certain entities (in particular, insurance companies) to invest in "mortgage related securities" secured by liens on residential, or mixed residential and commercial properties, in most cases by requiring the affected investors to rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community Development and Regulatory Improvement Act of 1994, which amended the definition of "mortgage related security" to include, in relevant part, offered certificates satisfying the rating and qualified originator requirements for "mortgage related securities," but evidencing interests in a trust fund consisting, in whole or in part, of first liens on one or more parcels of real estate upon which are located one or more commercial structures, states were authorized to enact legislation, on or before September 23, 2001, specifically referring to Section 347 and prohibiting or restricting the purchase, holding or investment by state-regulated entities in those types of offered certificates. Accordingly, the investors affected by any state legislation overriding the preemptive effect of SMMEA will be authorized to invest in offered certificates qualifying as "mortgage related securities" only to the extent provided in that legislation. SMMEA also amended the legal investment authority of federally-chartered depository institutions as follows: federal savings and loan associations and federal savings banks may invest in, sell or otherwise deal in "mortgage related securities" without limitation as to the percentage of their assets represented thereby, federal credit unions may invest in those securities, and national banks may purchase those securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those regulations as the applicable federal regulatory authority may prescribe. In this connection, the OCC has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for their own account, without limitation as to a percentage of the bank's capital and surplus (but subject to compliance with certain general standards in 12 C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit information), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m) to include certain "commercial mortgage-related securities" and "residential mortgage-related securities." As so defined, "commercial mortgage-related security" and "residential mortgage-related security" mean, in relevant part, "mortgage related security" within the meaning of SMMEA, provided that, in the case of a "commercial mortgage-related security," it "represents ownership of a promissory note or certificate of interest or participation that is directly secured by a first lien on one or more parcels of real estate upon which one or more commercial structures are located and that is fully secured by interests in a pool of loans to numerous obligors." In the absence of any rule or administrative interpretation by the OCC defining the term "numerous obligors," no representation is made as to whether any of the offered certificates will qualify as "commercial mortgage-related securities," and thus as "Type IV securities," for investment by national banks. The National Credit Union Administration ("NCUA") has adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in "mortgage related securities", other than stripped mortgage related securities (unless the credit union complies with the requirements of 12 C.F.R. Section 703.16(e) for investing in those securities), residual interests in mortgage related securities, and 103 commercial mortgage related securities, subject to compliance with general rules governing investment policies and practices; however, credit unions approved for the NCUA's "investment pilot program" under 12 C.F.R. Section 703.19 may be able to invest in those prohibited forms of securities, while "RegFlex credit unions" may invest in commercial mortgage related securities under certain conditions pursuant to 12 C.F.R. Section 742.4(b)(2). The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management of Interest Rate Risk, Investment Securities, and Derivatives Activities," and Thrift Bulletin 73a (December 18, 2001), "Investing in Complex Securities," which thrift institutions subject to the jurisdiction of the OTS should consider before investing in any of the offered certificates. All depository institutions considering an investment in the offered certificates should review the "Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities" of the Federal Financial Institutions Examination Council, which has been adopted by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the OCC and the OTS, effective May 26, 1998, and by the NCUA, effective October 1, 1998. That statement sets forth general guidelines which depository institutions must follow in managing risks (including market, credit, liquidity, operational (transaction), and legal risks) applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes. Investors whose investment activities are subject to regulation by federal or state authorities should review rules, policies and guidelines adopted from time to time by those authorities before purchasing any offered certificates, as certain series or classes may be deemed unsuitable investments, or may otherwise be restricted, under those rules, policies or guidelines (in certain instances irrespective of SMMEA). The foregoing does not take into consideration the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor, including, but not limited to, "prudent investor" provisions, percentage-of-assets limits, provisions which may restrict or prohibit investment in securities which are not "interest-bearing" or "income-paying," and, with regard to any offered certificates issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form. Except as to the status of certain classes of offered certificates as "mortgage related securities," no representations are made as to the proper characterization of the offered certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase offered certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity of the offered certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates of any class or series constitute legal investments or are subject to investment, capital, or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to that investor. USE OF PROCEEDS The net proceeds to be received from the sale of the certificates of any series will be applied by the depositor to the purchase of trust assets or will be used by the depositor to cover expenses related thereto. The depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will depend on a number of factors, including the volume of mortgage assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions. METHOD OF DISTRIBUTION The certificates offered hereby and by the related prospectus supplements will be offered in series through one or more of the methods described below. The prospectus supplement prepared 104 for each series will describe the method of offering being utilized for that series and will state the net proceeds to the depositor from such sale. The depositor intends that offered certificates will be offered through the following methods from time to time and that offerings may be made concurrently through more than one of these methods or that an offering of the offered certificates of a particular series may be made through a combination of two or more of these methods. Such methods are as follows: 1. By negotiated firm commitment or best efforts underwriting and public re-offering by underwriters, which may include Banc of America Securities LLC, an affiliate of the depositor; 2. By placements by the depositor with institutional investors through dealers; and 3. By direct placements by the depositor with institutional investors. In addition, if specified in the related prospectus supplement, the offered certificates of a series may be offered in whole or in part to the seller of the related mortgage assets that would comprise the trust fund for such certificates. If underwriters are used in a sale of any offered certificates (other than in connection with an underwriting on a best efforts basis), such certificates will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices to be determined at the time of sale or at the time of commitment therefor. Such underwriters may be broker-dealers affiliated with the depositor whose identities and relationships to the depositor will be as set forth in the related prospectus supplement. The managing underwriter or underwriters with respect to the offer and sale of offered certificates of a particular series will be set forth on the cover of the prospectus supplement relating to such series and the members of the underwriting syndicate, if any, will be named in such prospectus supplement. In connection with the sale of offered certificates, underwriters may receive compensation from the depositor or from purchasers of the offered certificates in the form of discounts, concessions or commissions. Underwriters and dealers participating in the distribution of the offered certificates may be deemed to be underwriters in connection with such certificates, and any discounts or commissions received by them from the depositor and any profit on the resale of offered certificates by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended. It is anticipated that the underwriting agreement pertaining to the sale of the offered certificates of any series will provide that the obligations of the underwriters will be subject to certain conditions precedent, that the underwriters will be obligated to purchase all such certificates if any are purchased (other than in connection with an underwriting on a best efforts basis) and that, in limited circumstances, the depositor will indemnify the several underwriters and the underwriters will indemnify the depositor against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments required to be made in respect to such liabilities. The prospectus supplement with respect to any series offered by placements through dealers will contain information regarding the nature of such offering and any agreements to be entered into between the depositor and purchasers of offered certificates of such series. The depositor anticipates that the offered certificates will be sold primarily to institutional investors. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with reoffers and sales by them of offered certificates. Holders of offered certificates should consult with their legal advisors in this regard prior to any such reoffer or sale. If and to the extent required by applicable law or regulation, this prospectus will be used by Banc of America Securities LLC in connection with offers and sales related to market-making 105 transactions in offered certificates previously offered hereunder in transactions with respect to which Banc of America Securities LLC acts as principal. Banc of America Securities LLC may also act as agent in such transactions. Sales may be made at negotiated prices determined at the time of sale. LEGAL MATTERS Certain legal matters relating to the certificates will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP. Certain legal matters relating to the certificates will be passed upon for the underwriter by the counsel described in the related prospectus supplement under "Legal Matters". Certain federal income tax matters and other matters will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP. FINANCIAL INFORMATION A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this prospectus or in the related prospectus supplement. The depositor has determined that its financial statements will not be material to the offering of any offered certificates. RATING It is a condition to the issuance of any class of offered certificates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one rating agency. Ratings on mortgage pass-through certificates address the likelihood of receipt by the holders of all collections on the underlying mortgage assets to which such holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of Stripped Interest Certificates might, in extreme cases fail to recoup their initial investments. Furthermore, ratings on mortgage pass-through certificates do not address the price of such certificates or the suitability of such certificates to the investor. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. AVAILABLE INFORMATION The depositor has filed with the Securities and Exchange Commission a Registration Statement (of which this prospectus forms a part) under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus and the prospectus supplement relating to each series of offered certificates contain summaries of the material terms of the documents referred to in this prospectus or in such prospectus supplement, but do not contain all of the information set forth in the Registration Statement pursuant to the rules and regulations of the Commission. For further information, reference is made to such Registration Statement and the exhibits thereto. Such Registration Statement and exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the Commission at its Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Midwest Regional Offices located as follows: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information that has been filed electronically with the SEC. The Internet address is http://www.sec.gov. 106 No dealer, salesman, or other person has been authorized to give any information, or to make any representations, other than those contained in this prospectus or any related prospectus supplement, and, if given or made, such information or representations must not be relied upon as having been authorized by the depositor or any other person. Neither the delivery of this prospectus or any related prospectus supplement nor any sale made under this prospectus or any related prospectus supplement shall under any circumstances create an implication that there has been no change in the information in this prospectus since the date of this prospectus or in such prospectus supplement since the date of the prospectus supplement. This prospectus and any related prospectus supplement are not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which it is unlawful to make such offer or solicitation. The master servicer, the trustee or another specified person will cause to be provided to registered holders of the offered certificates of each series periodic unaudited reports concerning the related trust fund. If beneficial interests in a class or series of offered certificates are being held and transferred in book-entry format through the facilities of The DTC as described in this prospectus, then unless otherwise provided in the related prospectus supplement, such reports will be sent on behalf of the related trust fund to a nominee of DTC as the registered holder of the offered certificates. Conveyance of notices and other communications by DTC to its participating organizations, and directly or indirectly through such participating organizations to the beneficial owners of the applicable offered certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. See "Description of the Certificates--Reports to Certificateholders" and "--Book-Entry Registration and Definitive Certificates". The depositor will file or cause to be filed with the Securities and Exchange Commission such periodic reports with respect to each trust fund as are required under the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission. The depositor intends to make a written request to the staff of the Securities and Exchange Commission that the staff either (1) issue an order pursuant to Section 12(h) of the Securities Exchange Act of 1934, as amended, exempting the depositor from certain reporting requirements under the Securities Exchange Act of 1934, as amended, with respect to each trust fund or (2) state that the staff will not recommend that the Commission take enforcement action if the depositor fulfills its reporting obligations as described in its written request. If such request is granted, the depositor will file or cause to be filed with the Securities and Exchange Commission as to each trust fund the periodic unaudited reports to holders of the offered certificates referenced in the preceding paragraph; however, because of the nature of the trust funds, it is unlikely that any significant additional information will be filed. In addition, because of the limited number of certificateholders expected for each series, the depositor anticipates that a significant portion of such reporting requirements will be permanently suspended following the first fiscal year for the related trust fund. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The depositor hereby incorporates by reference all documents and reports filed or caused to be filed by the depositor with respect to a trust fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of an offering of offered certificates evidencing interests in that trust fund. The depositor will provide or cause to be provided without charge to each person to whom this prospectus is delivered in connection with the offering of one or more classes of offered certificates, upon written or oral request of such person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent such documents or reports relate to one or more of such classes of such offered certificates, other than the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Such requests to the depositor should be directed in writing to its principal executive offices at 214 North Tryon Street, Charlotte, North Carolina 28255, or by telephone at (704) 386-8509. 107 GLOSSARY The following capitalized terms will have the respective meanings assigned to them in this "Glossary" section whenever they are used in this prospectus. "401(c) Regulations" means those regulations issued by the DOL which provide guidance for the purpose of determining, in cases where insurance policies supported by an insurer's general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. "Accrued Certificate Interest" means for each Distribution Date an amount equal to interest at the applicable pass-through rate accrued for a specified period (generally the most recently ended calendar month) on the outstanding Certificate Balance of such class of certificates immediately prior to such Distribution Date. "Accrual Certificates" means one or more classes of certificates that may not be entitled to distributions of interest until the occurrence of certain events, such as the retirement of one or more other classes of certificates. "ADA" means the Americans with Disabilities Act of 1990, as amended. "Available Distribution Amount" means unless otherwise provided in the related prospectus supplement for any series of certificates and any Distribution Date the total of all payments or other collections (or advances in lieu of such collections and advances) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the holders of certificates of such series on such date. "Bankruptcy Code" means the U.S. Bankruptcy Code. "CERCLA" means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. "Certificate Account" means for the trust fund one or more established and maintained on behalf of the certificateholders into which all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited to the extent described this prospectus and the related prospectus supplement. "Certificate Balance" means the initial stated principal amount of each individual class of certificates for a given series other than real estate mortgage investment conduit residual certificates or certain classes of stripped interest certificates. "Certificate Owner" means the actual purchaser of a book-entry certificate. "Closing Date" means date of the initial issuance of the certificates of a given series. "Code" means the Internal Revenue Code of 1986, as amended. "Commercial Property" means office buildings, retail stores and establishments, hotels or motels, nursing homes, hospitals or other health care-related facilities, recreational vehicle and mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, entertainment or sports arenas, restaurants, marinas, mixed use or various other types of income-producing properties or unimproved land comprising some or all of the mortgaged properties included in the trust fund. "Committee Report" means the Conference Committee Report accompanying the Tax Reform Act of 1986. "Companion Class" means one or more classes of certificate where distributions of principal with respect to one or more other classes of certificates may be contingent on the specified principal payment schedule for a Controlled Amortization Class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. "Controlled Amortization Class" means one or more classes of certificates where distributions of principal may be made, subject to available funds, based on a specified principal payment schedule. 108 "CPR" means the constant prepayment rate model representing an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans for the life of such mortgage loans. "Cut-off Date" means the specified date initial aggregate outstanding principal balance of the related mortgage assets as of a specified date. "Debt Service Coverage Ratio" means at any given time for a mortgage loan the ratio of-- o the Net Operating Income derived from the related mortgaged property for a twelve-month period to o the annualized scheduled payments of principal and/or interest on the mortgage loan and any other loans senior to it that are secured by the related mortgaged property. "Determination Date" means the date upon which that all scheduled payments on the mortgage loans in the trust fund are received or advanced by the master servicer, special servicer or other specified person will be distributed to certificateholders of the related series on the next succeeding Distribution Date. "Direct Participant" means the securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations that maintain accounts with DTC. "Distribution Date" means the date as described in the prospectus supplement upon which distributions on or with respect to the certificates will be made. "DOL" means the United States Department of Labor. "DTC" means The Depository Trust Company. "Due Date" means a specified date upon which scheduled payments of interest, principal or both are to be made under a mortgage loan and may occur monthly, quarterly, semi-annually or annually. "Due Period" means a specified time period (generally corresponding in length to the period between Distribution Dates). "Equity Participation" means a provision under a mortgage loan that entitles the lender to a share of appreciation of the related mortgaged property, or profits realized from the operation or disposition of such mortgaged property or the benefit, if any, resulting from the refinancing of the mortgage loan. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Excess Funds" means in general that portion of the amounts distributable in respect of the certificates of any series on any Distribution Date that represent-- o interest received or advanced on the mortgage assets in the trust fund that is in excess of the interest currently accrued on the certificates of such series; or o Prepayment Premiums, payments from Equity Participations or any other amounts received on the mortgage assets in the trust fund that do not constitute payments of interest or principal. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fannie Mae" means Federal National Mortgage Association. "Freddie Mac" means Federal Home Loan Mortgage Corporation. "Garn Act" means the Garn-St Germain Depository Institutions Act of 1982. "Ginnie Mae" means Governmental National Mortgage Association. "Grantor Trust Certificates" means certificates in a trust treated as a grantor trust under applicable provisions of the Code. 109 "Grantor Trust Fractional Interest Certificate" means a Grantor Trust Certificate representing an undivided equitable ownership interest in the principal of the mortgage loans constituting the related Grantor Trust Fund, together with interest at a pass-through rate. "Grantor Trust Fund" means that portion of the trust fund as to which no REMIC election has been made. "Grantor Trust Strip Certificate" means a Grantor Trust Certificate representing ownership of all or a portion of the difference between interest paid on the mortgage loans constituting the related Grantor Trust Fund (net of normal administration fees) and interest paid to the holders of Grantor Trust Fractional Interest Certificates issued with respect to such Grantor Trust Fund. "Indirect Participant" means those banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. "Insurance and Condemnation Proceeds" means proceeds applied to the restoration of a mortgaged property or released to the related borrower in connection with the full or partial condemnation of such mortgaged property. "IRS" means the Internal Revenue Service. "Issue Premium" means, in the case of a class of REMIC Regular Certificates issued at a price in excess of the stated redemption price of that class, the amount of such excess. "Liquidation Proceeds" means all proceeds received under any hazard, title or other insurance policy (other than Insurance and Condemnation Proceeds) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect of such defaulted mortgage loans, by foreclosure or otherwise. "Loan-to-Value Ratio" means for a mortgage loan the ratio (expressed as a percentage) of-- o the then outstanding principal balance of the mortgage loan and any other loans senior that are secured by the related mortgaged property to o its fair market value as determined by an appraisal of such property conducted by or on behalf of the originator in connection with the origination of the mortgage loan. "Lock-out Period" means the period in which prepayments are prohibited under a mortgage loan. "MBS" means mortgage participations, pass-through certificates or other mortgage-backed securities that may comprise the assets of the trust fund. "MERS" means Mortgage Electronic Registration Systems, Inc. "Mortgage Asset Seller" means the entity from whom the depositor purchased a mortgage asset either directly or indirectly, included in the trust fund. The Mortgage Asset Seller may or may not be the originator of the related mortgage loan or the issuer of the MBS and may be an affiliate of the depositor. "Mortgage Rate" means the rate at which a mortgage loan accrues interest which may be fixed over its term or that adjusts from time to time, converted at the borrower's election from an adjustable to a fixed rate, or from a fixed to an adjustable rate. "Multifamily Properties" means residential properties consisting of five or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures comprising some or all of the mortgaged properties included in the trust fund. "Net Operating Income" means for any given period, the total operating revenues derived from a mortgaged property during such period, minus the total operating expenses incurred in respect of such mortgaged property during such period other than-- o noncash items such as depreciation and amortization; o capital expenditures; and 110 o debt service on the related mortgage loan or on any other loans that are secured by such mortgaged property. "NCUA" means the National Credit Union Administration. "Notional Amount" means the amount upon which a Stripped Interest Certificate is calculated to accrue interest which is either-- o based on the principal balances of some or all of the mortgage assets in the related trust fund; or o equal to the Certificate Balances of one or more other classes of certificates of the same series. "OCC" means the Office of the Comptroller of the Currency. "OID Regulations" means the Treasury Department regulations issued under Sections 1271-1273 and 1275 of the Code. "OTS" means the Office of Thrift Supervision. "Parties in Interest" means "parties in interest" as defined in ERISA and "disqualified person" as defined in Section 4975 of the Code. "Percentage Interest" means the undivided percentage interest represented by an offered certificate of a particular class which will be equal to the percentage obtained by dividing the initial principal balance or notional amount of such certificate by the initial Certificate Balance or Notional Amount of such class. "Permitted Investments" means government securities and other obligations that are acceptable to each rating agency that has rated any one or more classes of certificates of the related series into which funds from the Certificate Account may be invested. "Plan" means retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts, individual retirement annuities, Keogh plans and collective investment funds and separate accounts (and as applicable, insurance company general accounts) in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code. "Plan Asset Regulations" means Section 2510.3-101 of the regulations issued by the DOL, concerning what constitutes assets of a Plan. "Pooling and Servicing Agreement" means pooling and servicing agreement or other agreement specified in the related prospectus supplement pursuant to which certificates of each series will be issued. "Prepayment Assumption" means the prepayment assumption used in reporting original issue discount for each series of REMIC Regular Certificates or, if applicable, Grantor Trust Certificates, as disclosed in the related prospectus supplement. "Prepayment Interest Shortfall" means the result when a prepayment on any mortgage loan is distributable to certificateholders on a particular Distribution Date, but such prepayment is not accompanied by interest thereon to the Due Date for such mortgage loan in the related Due Period, then the interest charged to the borrower (net of servicing and administrative fees) may be less than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. "Prepayment Premium" means the payment of any premium or yield maintenance charge in connection with certain prepayments under a mortgage loan. "PTCE 95-60" means Prohibited Transaction Class Exemption 95-60. "Purchase Price" means the price as specified in the prospectus supplement at which a Mortgage Asset Seller will be required to repurchase a mortgage loan under the conditions set forth in the prospectus supplement. 111 "Record Date" means last business day of the month preceding the month in which the applicable Distribution Date occurs. "Relief Act" means the Servicemembers Relief Act. "REMIC" means a real estate mortgage investment conduit, within the meaning of, and formed in accordance with, the REMIC Provisions of the Code. "REMIC Certificates" means certificates representing interests in a trust fund, or a portion of the trust fund, that the REMIC administrator will elect to have treated as REMIC. "REMIC Provisions" means Sections 860A through 860G of the Code. "REMIC Regular Certificates" means certificates evidencing or constituting ownership of "regular interests" in the trust fund or a designated portion of the trust under the REMIC Provisions. "REMIC Regulations" means the Treasury Department regulations issued under the REMIC Provisions. "REMIC Residual Certificateholder" means the holder of a REMIC Residual Certificate. "REMIC Residual Certificates" means certificates evidencing or constituting ownership of "residual interests" in the trust or a designated portion of the trust under the REMIC Provisions. "REO Properties" means mortgaged properties acquired on behalf of the trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise. "RICO" means the Racketeer Influenced and Corrupt Organizations statute. "Senior Certificates" means certificates in a given series that are senior to one or more other classes of certificates in entitlement to certain distributions; "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as amended. "SPA" means the standard prepayment assumption representing an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of mortgage loans. "Stripped Interest Certificate" means those certificates entitled to distributions of interest, with disproportionate, nominal or no distributions of principal. "Stripped Principal Certificate" means entitled to distributions of principal, with disproportionate, nominal or no distributions of interest; "Subordinate Certificates" means certificates in a given series that are subordinate to one or more other classes of certificates in entitlement to certain distributions; "Tiered REMIC" means designated portions of the trust fund treated as two or more REMICs. "Treasury Department" means the United States Treasury Department. "UCC" means for any jurisdiction the Uniform Commercial Code as in effect in that jurisdiction. "U.S. Person" means-- o a citizen or resident of the United States; o a corporation or partnership created or organized in, or under the laws of, the United States, any state or the District of Columbia, including an entity treated as a corporation or partnership for federal income tax purposes; o an estate whose income is subject to United States federal income tax purposes regardless of the source of its income; or o a trust as to which-- 1. a court in the United States is able to exercise primary supervision over the administration of the trust, and 112 2. one or more United States persons have the authority to control all substantial decisions of the trust. In addition, to the extent provided in the Treasury Department regulations, a trust will be a U.S. Person if it was in existence on August 20, 1996 and it elected to be treated as a U.S. Person. "Voting Rights" means the voting rights evidenced by each series of certificates. "Warranting Party" means a party that makes certain representations and warranties regarding the mortgage loans. 113 [THIS PAGE INTENTIONALLY LEFT BLANK.]
NOTES CONCERNING INFORMATION PRESENTED IN THE ATTACHED COMPUTER DISKETTE This diskette contains a spreadsheet file that can be put on a user-specified hard drive or network drive. The file is "BACM 2005_6.xls". The file "BACM 2005_6.xls" is a Microsoft Excel(1) spreadsheet. The file provides, in electronic format, certain loan level information shown in ANNEXES A1 and B of the Prospectus Supplement. Open the file as you would normally open any spreadsheet in Microsoft Excel. After the file is opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY. To view data in ANNEXES A1 and B, "click" on the worksheet labeled "ANNEX A1" or "ANNEX B", as applicable. - ---------- (1) Microsoft Excel is a registered trademark of Microsoft Corporation.
=============================================================================== WE ARE NOT OFFERING THE CERTIFICATES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. DEALERS WILL DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS UNDERWRITERS OF THE CERTIFICATES AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN ADDITION, ALL DEALERS SELLING THE CERTIFICATES WILL DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS UNTIL MARCH [ ], 2006. ---------------------------------------- TABLE OF CONTENTS PAGE ------ PROSPECTUS SUPPLEMENT Table of Contents ............................................ S-3 Important Notice About Information Presented in this Free Writing Prospectus and the Accompanying Prospectus ......... S-6 Executive Summary ............................................ S-9 Summary of Prospectus Supplement ............................. S-11 Risk Factors ................................................. S-23 Description of the Mortgage Pool ............................. S-80 Servicing of the Mortgage Loans .............................. S-110 Description of the Certificates .............................. S-125 The Trustee .................................................. S-149 Yield and Maturity Considerations ............................ S-150 Certain Federal Income Tax Consequences ...................... S-161 Certain ERISA Considerations ................................. S-163 Legal Investment ............................................. S-165 Legal Matters ................................................ S-166 Ratings ...................................................... S-166 Glossary of Principal Definitions ............................ S-167 ANNEX A1 ..................................................... A1-1 ANNEX A2 ..................................................... A2-1 ANNEX B ...................................................... B-1 ANNEX C ...................................................... C-1 ANNEX D ...................................................... D-1 ANNEX E ...................................................... E-1 PROSPECTUS Summary of Prospectus ........................................ 6 Risk Factors ................................................. 11 Prospectus Supplement ........................................ 18 Capitalized Terms Used in this Prospectus .................... 19 Description of the Trust Funds ............................... 20 Yield and Maturity Considerations ............................ 26 The Depositor ................................................ 31 Description of the Certificates .............................. 31 The Pooling and Servicing Agreements ......................... 39 Description of Credit Support ................................ 57 Certain Legal Aspects of Mortgage Loans ...................... 60 Certain Federal Income Tax Consequences ...................... 72 State and Other Tax Consequences ............................. 100 Certain ERISA Considerations ................................. 100 Legal Investment ............................................. 102 Legal Matters ................................................ 106 Financial Information ........................................ 106 Rating ....................................................... 106 Available Information ........................................ 106 Incorporation of Certain Information by Reference ............ 107 Glossary ..................................................... 108 =============================================================================== =============================================================================== $2,543,341,000 (APPROXIMATE) BANC OF AMERICA COMMERCIAL MORTGAGE INC. DEPOSITOR CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-6 ------------------------------------------------------------ FREE WRITING PROSPECTUS ------------------------------------------------------------ BANC OF AMERICA SECURITIES LLC BEAR, STEARNS & CO. INC. BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES MORGAN STANLEY DECEMBER [ ], 2005 ===============================================================================
BACM 2005-6 [SPINE LANGUAGE]