GE Commercial Mortgage Corp. Series 2005-C3 Inactive
Filed: 24 Aug 05, 12:00am
Filed Pursuant to Rule 424(b)(3) Registration File No.: 333-125248-01 SUPPLEMENT DATED AUGUST 23, 2005 TO PROSPECTUS SUPPLEMENT DATED AUGUST 12, 2005 $1,952,112,000 (APPROXIMATE) GE COMMERCIAL MORTGAGE CORPORATION DEPOSITOR COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-C3 ---------------------------- This is a supplement to the Prospectus Supplement dated August 12, 2005 (the "Prospectus Supplement") relating to the above referenced commercial mortgage pass-through certificates. It was the intention of GE Commercial Mortgage Corporation to delete the seventh full paragraph on page S-194 from the Prospectus Supplement. Accordingly, the seventh full paragraph on page S-194 is hereby deleted in its entirety from the Prospectus Supplement, and investors are directed to ignore all information contained in such paragraph. The Prospectus Supplement should be read in conjunction with and as corrected by this supplement. ---------------------------- DEUTSCHE BANK SECURITIES BANC OF AMERICA SECURITIES LLC Joint Book Running Manager Joint Book Running Manager CITIGROUP JPMORGAN MERRILL LYNCH & CO. PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (TO PROSPECTUS DATED AUGUST 3, 2005) Registration File No.: 333-125248-01 $1,952,112,000 (APPROXIMATE) GE COMMERCIAL MORTGAGE CORPORATION DEPOSITOR GENERAL ELECTRIC CAPITAL CORPORATION, GERMAN AMERICAN CAPITAL CORPORATION AND BANK OF AMERICA, N.A. MORTGAGE LOAN SELLERS COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-C3 ---------------------- GE Commercial Mortgage Corporation is offering certain classes of the Series 2005-C3 Commercial Mortgage Pass-Through Certificates, which represent the beneficial ownership interests in a trust. The trust's assets will primarily be 132 mortgage loans secured by first liens on 151 commercial, multifamily and manufactured housing community properties and are generally the sole source of payments on the certificates. The Series 2005-C3 certificates are not obligations of GE Commercial Mortgage Corporation, the mortgage loan sellers or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or any other person or entity. ---------------------- Certain characteristics of the offered certificates include: <TABLE> INITIAL CLASS INITIAL CERTIFICATE PASS-THROUGH BALANCE(1) RATE -------------- ------------- Class A-1(11) ...... $ 70,551,000 4.5910% Class A-2(11) ...... $ 117,365,000 4.8530% Class A-3FX(11) $ 180,000,000 4.8630% Class A-3FL(11)..... $ 25,000,000(4) LIBOR + 0.125% Class A-4(11) ...... $ 145,390,000 5.0460% Class A-5(11) ...... $ 118,168,000 4.9790% Class A-6(11) ...... $ 75,000,000 5.0830% Class A-AB(11)...... $ 74,502,000 4.9400% Class A-7A(11) ..... $ 386,682,000 4.9740% Class A-7B(11) ..... $ 55,241,000 5.0350% Class A-1A(11) ..... $ 444,990,000 4.9490% Class X-P .......... $2,070,356,000 0.2697% Class A-J .......... $ 161,353,000 5.0650% Class B ............ $ 13,226,000 5.2093% Class C ............ $ 29,096,000 5.2283% Class D ............ $ 21,161,000 5.2583% Class E ............ $ 34,387,000 5.2753% EXPECTED PASS-THROUGH RATE ASSUMED FINAL RATINGS RATED FINAL DESCRIPTION DISTRIBUTION DATE(9) S&P/FITCH DISTRIBUTION DATE(9) ----------------- --------------------- ----------- --------------------- Class A-1(11) ...... Fixed(3) March 10, 2010 AAA/AAA July 10, 2045 Class A-2(11) ...... Fixed(3) May 10, 2010 AAA/AAA July 10, 2045 Class A-3FX(11) Fixed(3) June 10, 2010 AAA/AAA July 10, 2045 Class A-3FL(11)..... Floating(5) June 10, 2010 AAA/AAA July 10, 2045 Class A-4(11) ...... Fixed(6) September 10, 2010 AAA/AAA July 10, 2045 Class A-5(11) ...... Fixed(6) July 10, 2012 AAA/AAA July 10, 2045 Class A-6(11) ...... Fixed(6) August 10, 2012 AAA/AAA July 10, 2045 Class A-AB(11)...... Fixed(3) May 10, 2015 AAA/AAA July 10, 2045 Class A-7A(11) ..... Fixed(6) July 10, 2015 AAA/AAA July 10, 2045 Class A-7B(11) ..... Fixed(6) July 10, 2015 AAA/AAA July 10, 2045 Class A-1A(11) ..... Fixed(6) July 10, 2015 AAA/AAA July 10, 2045 Class X-P .......... Variable Interest Only(2) August 10, 2012 AAA/AAA July 10, 2045 Class A-J .......... Fixed(6) August 10, 2015 AAA/AAA July 10, 2045 Class B ............ Fixed(7) August 10, 2015 AA+/AA+ July 10, 2045 Class C ............ Fixed(7) August 10, 2015 AA/AA July 10, 2045 Class D ............ Fixed(7) August 10, 2015 AA-/AA- July 10, 2045 Class E ............ Fixed(8) August 10, 2015 A/A July 10, 2045 </TABLE> - --------- (Footnotes to table on page S-8) The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the offered certificates or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. ---------------------- GE Commercial Mortgage Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association such as NASDAQ. ---------------------- INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE S-42 IN THIS PROSPECTUS SUPPLEMENT AND PAGE 14 OF THE PROSPECTUS. The underwriters, Deutsche Bank Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated will purchase the offered certificates from GE Commercial Mortgage Corporation and will offer them to the public at negotiated prices, plus accrued interest, determined at the time of sale. Deutsche Bank Securities Inc. and Banc of America Securities LLC are acting as co-lead managers and joint bookrunners for the offering. The underwriters also expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about August 25, 2005. We expect to receive from this offering approximately 101.33% of the initial principal amount of the offered certificates, plus accrued interest from August 1, 2005, (except, with respect to the Class A-3FL Certificates, August 25, 2005) before deducting expenses payable by us. DEUTSCHE BANK SECURITIES BANC OF AMERICA SECURITIES LLC Joint Book Running Manager Joint Book Running Manager CITIGROUP JPMORGAN MERRILL LYNCH & CO. AUGUST 12, 2005 GE COMMERCIAL MORTGAGE CORPORATION Commercial Mortgage Pass-Through Certificates, Series 2005-C3 Geographic Overview of Mortgage Pool [MAP OF UNITED STATES OMITTED] NEW YORK MASSACHUSETTS CONNECTICUT 13 properties 1 property 1 property $380,395,252 $10,275,000 $11,680,000 17.98% of total 0.49% of total 0.55% of total MARYLAND DISTRICT OF COLUMBIA VIRGINIA 3 properties 1 property 10 properties $76,450,000 $43,600,000 $121,630,174 3.61% of total 2.06% of total 5.75% of total NORTH CAROLINA SOUTH CAROLINA GEORGIA 6 properties 2 properties 3 properties $37,770,000 $10,740,000 $86,918,248 1.78% of total 0.51% of total 4.11% of total FLORIDA TENNESSEE ALABAMA 15 properties 2 properties 1 property $158,654,545 $32,890,000 $12,800,000 7.50% of total 1.55% of total 0.60% of total ARKANSAS OKLAHOMA TEXAS 4 properties 1 property 18 properties $21,000,000 $11,175,882 $225,257,361 0.99% of total 0.53% of total 10.64% of total NEW MEXICO COLORADO ARIZONA 1 property 4 properties 5 properties $1,800,000 $42,620,000 $57,942,733 0.09% of total 2.01% of total 2.74% of total SOUTHERN CALIFORNIA CALIFORNIA NORTHERN CALIFORNIA 15 properties 20 properties 5 properties $240,048,355 $407,744,668 $167,696,313 11.34% of total 19.27% of total 7.92% of total NEVADA OREGON WASHINGTON 5 properties 10 properties 8 properties $15,091,422 $62,485,000 $40,520,919 0.71% of total 2.95% of total 1.91% of total UTAH NORTH DAKOTA MISSOURI 1 property 2 properties 2 properties $6,573,268 $10,638,754 $7,892,924 0.31% of total 0.50% of total 0.37% of total ILLINOIS PENNSYLVANIA HAWAII 7 properties 4 properties 1 property $165,734,306 $41,030,801 $14,800,000 7.83% of total 1.94% of total 0.70% of total [ ] < 1.0% of Cut-Off Date Balance [ ] 1.0% - 5.0% of Cut-Off Date Balance [ ] 5.1% - 10.0% of Cut-Off Date Balance [ ] > 10.0% of Cut-Off Date Balance MORTGAGED PROPERTIES BY PROPERTY TYPE Office 44.35% Multifamily 20.27% Retail 18.11% Hotel 6.19% Manufactured Housing 3.92% Self Storage 3.47% Industrial 2.21% Mixed Use 1.48% Oakland City Center [PICTURE OMITTED] [PICTURE OMITTED] Inland Hewitt Office Portfolio 123 William Street [PICTURE OMITTED] [PICTURE OMITTED] Oglethorpe Mall [PICTURE OMITTED] Medici Apartments Loews Universal Hotel Portfolio [PICTURE OMITTED] [PICTURE OMITTED] Garden City Plaza One Main Place [PICTURE OMITTED] [PICTURE OMITTED] 1301 Fannin The Barlow Building [PICTURE OMITTED] [PICTURE OMITTED] IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND THE REGISTRATION STATEMENT Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this prospectus supplement, which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. In addition, we have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus supplement and the accompanying prospectus form a part of that registration statement. However, this prospectus supplement and the accompanying prospectus do not contain all of the information contained in our registration statement. For further information regarding the documents referred to in this prospectus supplement and the accompanying prospectus, you should refer to our registration statement and the exhibits to it. Our registration statement and the exhibits to it can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its public reference section, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these materials can also be obtained electronically through the SEC's internet website (http://www.sec.gov). You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus supplement and the prospectus. The information in this prospectus supplement is accurate only as of the date of this prospectus supplement. This prospectus supplement begins with several introductory sections describing the Series 2005-C3 certificates and the trust in abbreviated form: Summary of Certificates, commencing on page S-8 of this prospectus supplement, which sets forth important statistical information relating to the certificates; Summary of Terms, commencing on page S-10 of this prospectus supplement, which gives a brief introduction of the key features of the Series 2005-C3 certificates and a description of the mortgage loans; and Risk Factors, commencing on page S-42 of this prospectus supplement, which describe risks that apply to the Series 2005-C3 certificates which are in addition to those described in the prospectus with respect to the securities issued by the trust generally. This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the prospectus identify the pages where these sections are located. Certain capitalized terms are defined and used in this prospectus supplement and the prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption "Index of Principal Definitions" beginning on page S-204 in this prospectus supplement. The capitalized terms used in the prospectus are defined on the pages indicated under the caption "Index of Principal Definitions" beginning on page 113 in the prospectus. In this prospectus supplement, the terms "Depositor," "we," "us" and "our" refer to GE Commercial Mortgage Corporation. S-3 NOTICE TO RESIDENTS OF THE UNITED KINGDOM The trust fund described in this prospectus supplement is a collective investment scheme as defined in the Financial Services and Markets Act 2000 ("FSMA") of the United Kingdom. It has not been authorized, or otherwise recognized or approved by the United Kingdom's Financial Services Authority and, as an unregulated collective investment scheme, accordingly cannot be marketed in the United Kingdom to the general public. 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 Article 49(2)(a) through (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Services and Market Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as "FPO Persons"), and (B) if made by a person who is 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 participating in unregulated collective investment schemes, or (3) are persons falling within Article 22(2)(a) through (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Services and Market Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (all such persons together being referred to as "PCIS Persons" and together with the FPO Persons, the "Relevant Persons"). This prospectus supplement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this prospectus supplement relates, including the offered certificates, is available only to Relevant Persons and will be engaged in only with Relevant Persons. Potential investors in the United Kingdom are advised that all, or most, of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the trust fund and that compensation will not be available under the United Kingdom Financial Services Compensation Scheme. S-4 TABLE OF CONTENTS <TABLE> NOTICE TO RESIDENTS OF THE UNITED KINGDOM ......................................... S-4 SUMMARY OF CERTIFICATES ............................ S-8 SUMMARY OF TERMS ................................... S-10 RELEVANT PARTIES AND DATES ......................... S-10 OFFERED SECURITIES ................................. S-12 RISK FACTORS ....................................... S-42 Geographic Concentration Entails Risks .......... S-42 Risks Relating to Loan Concentrations ........... S-42 Mortgage Loans with Related Borrowers ........... S-43 Mortgage Loans Secured by Multiple Mortgaged Properties ......................... S-44 Borrower Organization Considerations ............ S-44 Cross-Collateralized Mortgage Loans or Mortgage Loans to Co-Borrowers Secured by Multiple Mortgaged Properties Entail Risks ...................... S-44 Ability to Incur Other Borrowings Entails Risk ......................................... S-45 Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date or Anticipated Prepayment Date .......... S-46 Commercial, Multifamily and Manufactured Housing Community Lending is Dependent Upon Net Operating Income ............................. S-47 Tenant Concentration Entails Risk ............... S-48 Certain Additional Risks Relating to Tenants ...................................... S-49 Mortgaged Properties Leased to Multiple Tenants Also Have Risks ...................... S-50 Tenant Bankruptcy Entails Risks ................. S-50 Tenant-in-Common Borrowers Own Some of the Mortgaged Properties .................. S-50 Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed .................... S-51 Risks to the Mortgaged Properties Relating to Terrorist Attacks ......................... S-51 Recent Developments May Increase the Risk of Loss on the Mortgage Loans ........... S-51 Office Properties Have Special Risks ............ S-52 Multifamily Properties Have Special Risks........ S-52 Manufactured Housing Community Properties Have Special Risks ................ S-54 Retail Properties Have Special Risks ............ S-54 Hotel Properties Have Special Risks ............. S-55 Self Storage Properties Have Special Risks....... S-56 </TABLE> <TABLE> Industrial Properties Have Special Risks ........ S-57 Properties with Condominium Ownership Have Special Risks ........................... S-58 Lack of Skillful Property Management Entails Risks ................................ S-59 Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses ...... S-59 Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss ............ S-59 Limitations of Appraisals ....................... S-59 Your Lack of Control Over the Trust Fund Can Create Risks ............................. S-60 Potential Conflicts of Interest ................. S-60 Directing Certificateholder May Direct Special Servicer Actions ..................... S-61 The Holders of Certain Subordinate and Pari Passu Debt May Direct Actions of the Special Servicer or the Actions Of The Master Servicer and Special Servicer Under Certain Other Pooling and Servicing Agreements ......................... S-61 Bankruptcy Proceedings Entail Certain Risks ........................................ S-64 Risks Relating to Prepayments and Repurchases .................................. S-64 Risks Relating to Enforceability of Yield Maintenance Charges or Defeasance Provisions ................................... S-68 Risks Relating to Borrower Default .............. S-68 Risks Relating to Certain Payments .............. S-68 Risks of Limited Liquidity and Market Value ........................................ S-69 Different Timing of Mortgage Loan Amortization Poses Certain Risks ............. S-69 Subordination of Subordinate Offered Certificates ................................. S-69 Environmental Risks Relating to the Mortgaged Properties ......................... S-69 Tax Considerations Relating to Foreclosure....... S-70 Risks Associated with One Action Rules .......... S-71 Risks Associated with the Absence of or Inadequacy of Insurance Coverage ............. S-71 Zoning Compliance and Use Restrictions .......... S-73 Increases in Real Estate Taxes Due to Termination of a PILOT Program or Other Tax Abatement Arrangements May Reduce Payments To Certificateholders ........ S-74 </TABLE> S-5 <TABLE> Risks Relating to Costs of Compliance with Applicable Laws and Regulations ............. S-74 No Reunderwriting of the Mortgage Loans......... S-74 Litigation ..................................... S-74 Book-Entry Registration ........................ S-75 Risks of Inspections Relating to Properties..... S-75 Mortgage Electronic Registration Systems (MERS) ...................................... S-75 Other Risks .................................... S-75 DESCRIPTION OF THE MORTGAGE POOL .................. S-76 General ........................................ S-76 The Loews Universal Hotel Portfolio Whole Loan ........................................ S-79 The Oglethorpe Mall Whole Loan ................. S-81 1301 Fannin Whole Loan ......................... S-82 The 125 West 55th Street Whole Loan ............ S-83 The One Main Place Whole Loan and the Tinley Crossings-8151 W 183rd Whole Loan ........................................ S-84 Affiliated Borrower Concentrations ............. S-85 Significant Mortgage Loans ..................... S-85 APD Loans ...................................... S-85 Certain Terms and Conditions of the Mortgage Loans .............................. S-86 Additional Mortgage Loan Information ........... S-92 Underwritten Net Cash Flow ..................... S-94 Assessments of Property Condition .............. S-95 The Mortgage Loan Sellers ...................... S-96 Underwriting Standards ......................... S-96 GECC'S Underwriting Standards .................. S-96 GACC'S Underwriting Standards .................. S-98 Bank of America's Underwriting Standards........ S-100 Representations and Warranties; Repurchases and Substitutions ............... S-101 Lock Box Accounts .............................. S-112 DESCRIPTION OF THE CERTIFICATES ................... S-115 General ........................................ S-115 Certificate Registrar and Authenticating Agent ....................................... S-118 Book-Entry Registration and Definitive Certificates ................................ S-118 Distributions .................................. S-120 Class A-AB Planned Principal Balance ........... S-139 Allocation of Yield Maintenance Charges ........ S-140 Assumed Final Distribution Date; Rated Final Distribution Date ..................... S-141 Subordination; Allocation of Collateral Support Deficit ............................. S-142 </TABLE> <TABLE> Advances ....................................... S-145 Servicing Advances ............................. S-147 Appraisal Reductions ........................... S-149 Reports to Certificateholders; Certain Available Information ....................... S-151 Voting Rights .................................. S-155 Termination; Retirement of Certificates ........ S-156 The Trustee .................................... S-156 The Fiscal Agent ............................... S-157 SERVICING UNDER THE POOLING AND SERVICING AGREEMENT ............................ S-158 General ........................................ S-158 The Master Servicer and the Special Servicer .................................... S-161 Replacement of the Special Servicer ............ S-162 Servicing and Other Compensation and Payment of Expenses ......................... S-163 Maintenance of Insurance ....................... S-165 Modifications, Waiver and Amendments ........... S-168 Limitation on Liability of Directing Certificateholder and the Serviced B Noteholders ................................. S-171 Sale of Defaulted Mortgage Loans ............... S-171 Realization upon Defaulted Mortgage Loans ....................................... S-173 Inspections; Collection of Operating Information ................................. S-176 Certain Matters Regarding the Master Servicer, the Special Servicer and the Depositor ................................... S-176 Events of Default .............................. S-178 Rights upon Event of Default ................... S-179 Amendment ...................................... S-180 Rights of the Holder of the 1301 Fannin B Note ........................................ S-181 Rights of the Holder of the Oglethorpe Mall Pari Passu Loan ............................. S-183 Rights of the Holders of the Mezz Cap B Notes ..................................... S-185 Servicing of the Non-Serviced Mortgage Loans ....................................... S-186 YIELD AND MATURITY CONSIDERATIONS ................. S-195 Yield Considerations ........................... S-195 Weighted Average Life .......................... S-198 Yield Sensitivity of the Class X-P Certificates ................................ S-208 CERTAIN FEDERAL INCOME TAX CONSEQUENCES ................................... S-210 METHOD OF DISTRIBUTION ............................ S-213 </TABLE> S-6 <TABLE> LEGAL MATTERS .......................... S-214 RATINGS ................................ S-214 LEGAL INVESTMENT ....................... S-215 ERISA CONSIDERATIONS ................... S-215 INDEX OF PRINCIPAL DEFINITIONS ......... S-219 ANNEX A-1--CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES .......................... A-1-1 ANNEX A-2--CERTAIN CHARACTERISTICS OF THE MULTIFAMILY MORTGAGE LOANS AND MORTGAGED PROPERTIES ................ A-2-1 </TABLE> <TABLE> ANNEX A-3--CERTAIN ADDITIONAL MORTGAGE LOAN INFORMATION ............. A-3-1 ANNEX A-4--INTEREST RATE SCHEDULE OF THE 125 WEST 55TH STREET MORTGAGE LOAN ................................ A-4-1 ANNEX A-5--RATES TO BE USED IN DETERMINING CLASS X-C AND X-P PASS-THROUGH RATES .................... A-5-1 ANNEX A-6--CLASS A-AB PLANNED PRINCIPAL BALANCE ..................... A-6-1 ANNEX B--COLLATERAL TERM SHEET ......... B-1 </TABLE> S-7 SUMMARY OF CERTIFICATES <TABLE> INITIAL CLASS CERTIFICATE BALANCE OR APPROXIMATE NOTIONAL CREDIT PASS-THROUGH RATE CLASS AMOUNT(1) SUPPORT DESCRIPTION ----- --------- ------- ----------- Offered Certificates A-1(11) $ 70,551,000 20.000%(12) Fixed(3) A-2(11) $ 117,365,000 20.000%(12) Fixed(3) A-3FX(11) $ 180,000,000 20.000%(12) Fixed(3) A-3FL(11) $ 25,000,000(4) 20.000%(12) Floating(5) A-4(11) $ 145,390,000 20.000%(12) Fixed(6) A-5(11) $ 118,168,000 20.000%(12) Fixed(6) A-6(11) $ 75,000,000 20.000%(12) Fixed(6) A-AB(11) $ 74,502,000 20.000%(12) Fixed(3) A-7A(11) $ 386,682,000 30.000%(12) Fixed(6) A-7B(11) $ 55,241,000 20.000%(12) Fixed(6) A-1A(11) $ 444,990,000 20.000%(12) Fixed(6) Variable X-P $2,070,356,000 N/A Interest-Only(2) A-J $ 161,353,000 12.375% Fixed(6) B $ 13,226,000 11.750% Fixed(7) C $ 29,096,000 10.375% Fixed(7) D $ 21,161,000 9.375% Fixed(7) E $ 34,387,000 7.750% Fixed(8) Non-Offered Certificates Variable X-C $2,116,111,258 N/A Interest-Only(2) F $ 18,516,000 6.875% Fixed(8) G $ 23,806,000 5.750% Fixed(8) H $ 21,161,000 4.750% Fixed(8) J $ 31,742,000 3.250% Fixed(8) K $ 7,936,000 2.875% Fixed(6) L $ 7,935,000 2.500% Fixed(6) M $ 10,581,000 2.000% Fixed(6) N $ 2,645,000 1.875% Fixed(6) O $ 7,935,000 1.500% Fixed(6) P $ 7,936,000 1.125% Fixed(6) Q $ 23,806,258 0.000% Fixed(6) INITIAL PASS- WEIGHTED ASSUMED FINAL THROUGH AVERAGE EXPECTED DISTRIBUTION RATE LIFE RATINGS PRINCIPAL CLASS DATE(9) (APPROX.)(5) (YRS.)(10) CUSIP NO. (S&P/FITCH) WINDOW(10) ----- ------- ------------ ---------- --------- ----------- ---------- Offered Certificates A-1(11) March 10, 2010 4.5910% 3.31 36828QNQ5 AAA/AAA 9/05 - 3/10 A-2(11) May 10, 2010 4.8530% 4.67 36828QNR3 AAA/AAA 3/10 - 5/10 A-3FX(11) June 10, 2010 4.8630% 4.74 36828QPU4 AAA/AAA 5/10 - 6/10 A-3FL(11) June 10, 2010 LIBOR + 0.125% 4.74 36828QPT7 AAA/AAA(13) 5/10 - 6/10 A-4(11) September 10, 2010 5.0460% 4.88 36828QNT9 AAA/AAA 6/10 - 9/10 A-5(11) July 10, 2012 4.9790% 6.87 36828QNU6 AAA/AAA 9/10 - 7/12 A-6(11) August 10, 2012 5.0830% 6.94 36828QNW2 AAA/AAA 7/12 - 8/12 A-AB(11) May 10, 2015 4.9400% 7.43 36828QPV2 AAA/AAA 9/10 - 5/15 A-7A(11) July 10, 2015 4.9740% 9.80 36828QPW0 AAA/AAA 5/15 - 7/15 A-7B(11) July 10, 2015 5.0350% 9.88 36828QPX8 AAA/AAA 7/15 - 7/15 A-1A(11) July 10, 2015 4.9490% 7.81 36828QNY8 AAA/AAA 9/05 - 7/15 X-P August 10, 2012 0.2697% N/A 36828QPA8 AAA/AAA N/A A-J August 10, 2015 5.0650% 9.91 36828QNZ5 AAA/AAA 7/15 - 8/15 B August 10, 2015 5.2093% 9.96 36828QPB6 AA+/AA+ 8/15 - 8/15 C August 10, 2015 5.2283% 9.96 36828QPC4 AA/AA 8/15 - 8/15 D August 10, 2015 5.2583% 9.96 36828QPD2 AA-/AA- 8/15 - 8/15 E August 10, 2015 5.2753% 9.96 36828QPE0 A/A 8/15 - 8/15 Non-Offered Certificates X-C September 10, 2015 0.0387% N/A 36828QPF7 AAA/AAA N/A F September 10, 2015 5.2753% 10.03 36828QPG5 A-/A- 8/15 - 9/15 G September 10, 2015 5.2753% 10.04 36828QPH3 BBB+/BBB+ 9/15 - 9/15 H September 10, 2015 5.2753% 10.04 36828QPJ9 BBB/BBB 9/15 - 9/15 J September 10, 2015 5.2753% 10.04 36828QPK6 BBB-/BBB- 9/15 - 9/15 K September 10, 2015 4.7600% 10.04 36828QPL4 BB+/BB+ 9/15 - 9/15 L September 10, 2015 4.7600% 10.04 36828QPM2 BB/BB 9/15 - 9/15 M September 10, 2015 4.7600% 10.04 36828QPN0 BB-/BB- 9/15 - 9/15 N September 10, 2015 4.7600% 10.04 36828QPP5 B+/NR 9/15 - 9/15 O September 10, 2015 4.7600% 10.04 36828QPQ3 B/NR 9/15 - 9/15 P September 10, 2015 4.7600% 10.04 36828QPR1 B-/NR 9/15 - 9/15 Q September 10, 2015 4.7600% 10.04 36828QPS9 NR/NR 9/15 - 9/15 </TABLE> - --------- (1) Approximate, subject to a permitted variance of plus or minus 5%. (2) The aggregate amount of interest accrued on the Class X-C and Class X-P certificates will generally be equal to interest accrued on the stated principal balance of the mortgage loans at the excess, if any, of (1) the weighted average of the net mortgage interest rates of the mortgage loans determined without regard to any reductions in the interest rate resulting from modification of the mortgage loans (in each case converted, if necessary, to a rate expressed on the basis of a 360-day year consisting of twelve 30-day months), over (2) the weighted average of the pass-through rates of the other certificates (other than the residual certificates and the Class S certificates) as described in this prospectus supplement. The pass-through rates on the Class X-C and Class X-P certificates will be based on the weighted average of the interest strip rates of the components of the Class X-C and Class X-P certificates, respectively, each of which will be based on the net mortgage rates applicable to the mortgage loans as of the preceding distribution date minus the pass-through rates of such components. See "Description of the Certificates-Distributions" in this prospectus supplement. With respect to one mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement), representing approximately 3.78% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.79% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures a subordinate note. The Class X-C and Class X-P certificates were structured assuming that this subordinate note absorbs any loss prior to the related senior note. For more information regarding this loan (as well as information regarding other mortgage loans with respect to which the related mortgaged properties also secure subordinate notes), see the "Description of the Mortgage Pool" in this prospectus supplement. (3) The Class A-1, Class A-2, Class A-3FX and Class A-AB certificates will each accrue interest at a fixed rate. (4) The certificate balance of the Class A-3FL certificates will be equal to the certificate balance of the Class A-3FL regular interest. See "Description of the Swap Contract" in this prospectus supplement. (5) The pass-through rate applicable to the Class A-3FL certificates on each distribution date will be a per annum rate equal to LIBOR plus 0.1250%. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-3FL certificates may S-8 convert to a fixed rate equal to 4.7340% per annum. The initial LIBOR rate will be determined on August 23, 2005, and subsequent LIBOR rates will be determined two LIBOR business days before the start of the related interest accrual period. (6) The Class A-4, Class A-5, Class A-6, Class A-7A, Class A-7B, Class A-1A, Class A-J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q certificates will each accrue interest at a fixed rate subject to a cap at the weighted average of the net mortgage interest rates of the mortgage loans. (7) The Class B, Class C and Class D certificates will accrue interest at a rate equal to the weighted average of the net mortgage interest rates of the mortgage loans minus 0.066%, 0.047% and 0.017%, respectively. (8) The Class E, Class F, Class G, Class H and Class J Certificates will each accrue interest at a rate equal to the weighted average of the net mortgage interest rates of the mortgage loans. (9) The assumed final distribution dates set forth in this prospectus supplement have been determined on the basis of the assumptions described in "Description of the Certificates--Assumed Final Distribution Date; Rated Final Distribution Date" in this prospectus supplement. The rated final distribution date for each class of certificates is the distribution date in July 2045, which is the first distribution date following the 36th month following the end of the stated amortization term for the mortgage loan that, as of the cut-off date, will have the longest remaining amortization term. See "Description of the Certificates--Assumed Final Distribution Date; Rated Final Distribution Date" in this prospectus supplement. (10) The weighted average life and period during which distributions of principal would be received, as set forth in the foregoing table with respect to each class of certificates, is based on the assumptions set forth under "Yield and Maturity Considerations--Weighted Average Life" in this prospectus supplement and on the assumptions that there are no prepayments (other than on each anticipated prepayment date, if any) or losses on the mortgage loans and that there are no extensions of maturity dates of mortgage loans. The weighted average life has been rounded to the second decimal place. (11) For purposes of making distributions to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and the Class A-3FL regular interest, the pool of mortgage loans will be deemed to consist of two distinct loan groups, loan group 1 and loan group 2. Loan group 1 will consist of 95 mortgage loans, representing approximately 78.97% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Loan group 2 will consist of 37 mortgage loans, representing approximately 21.03% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Loan group 2 will include 100.00% of the aggregate principal balance of all the mortgage loans secured by multifamily properties and approximately 19.29% of the aggregate principal balance of all the mortgage loans secured by manufactured housing properties. So long as funds are sufficient on any distribution date to make distributions of all interest on such distribution date to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-1A, Class X-C and Class X-P certificates and the Class A-3FL regular interest, interest distributions on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B certificates and the Class A-3FL regular interest will be based upon amounts available relating to mortgage loans in loan group 1 and interest distributions on the Class A-1A certificates will be based upon amounts available relating to mortgage loans in loan group 2. In addition, generally, the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B certificates and the Class A-3FL regular interest will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 until the certificate principal balance of the Class A-1A certificates has been reduced to zero, and the Class A-1A certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 2 until the certificate principal balance of the Class A-7B certificates has been reduced to zero. However, on and after any distribution date on which the certificate principal balances of the Class A-J through Class Q certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates, and the Class A-3FL regular interest pro rata, provided that amounts distributed to the Class A-7 certificates will be applied first to the Class A-7A certificates and then to the Class A-7B certificates. (12) Represents the approximate credit support for the Class A-1, Class A-2, Class A-3FL, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates in the aggregate. Additionally, the credit support for the Class A-7A certificates reflects the credit support provided by the class A-7B certificates. References in this prospectus supplement to the Class A-7 certificates means the Class A-7A certificates and the Class A-7B certificates. (13) The ratings assigned to the Class A-3FL certificates only reflect the receipt of a fixed rate of interest at a rate equal to 4.7340% per annum. See "Ratings" in this prospectus supplement. THE CLASS X-C, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES ARE NOT OFFERED BY THIS PROSPECTUS SUPPLEMENT. THE CLASS S, CLASS R AND CLASS LR CERTIFICATES ARE NOT OFFERED BY THIS PROSPECTUS SUPPLEMENT OR REPRESENTED IN THIS TABLE. S-9 SUMMARY OF TERMS This summary highlights selected information from this prospectus supplement. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, read this entire document and the accompanying prospectus carefully. RELEVANT PARTIES AND DATES Depositor.................... GE Commercial Mortgage Corporation, a Delaware corporation. The principal executive offices of the depositor are located at 292 Long Ridge Road, Stamford, Connecticut 06927 and its telephone number is (203) 357-4000. The depositor is a wholly-owned subsidiary of General Electric Capital Corporation. All outstanding common stock of General Electric Capital Corporation is owned by General Electric Capital Services, Inc., the common stock of which is in turn wholly owned directly or indirectly by The General Electric Company. See "The Depositor" in the prospectus. Master Servicer.............. Midland Loan Services, Inc., a Delaware corporation. Midland Loan Services, Inc.'s principal address is 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000. The master servicer will be responsible for the servicing of all of the mortgage loans, except that the 125 West 55th Street mortgage loan (identified as Loan No. 11 on Annex A-1 to this prospectus supplement) will be serviced by GEMSA Loan Services, L.P. pursuant to the terms of the pooling and servicing agreement relating to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates and the Loews Universal Hotel Portfolio mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement) will be serviced by GMAC Commercial Mortgage Corporation pursuant to the terms of the pooling and servicing agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. See "--The Mortgage Loans--The Non-Serviced Mortgage Loans" below. Under the pooling and servicing agreement, Midland Loan Services, Inc. is permitted to hire sub-servicers with respect to its primary servicing duties, and it has informed the depositor that it intends to use one or more sub-servicers on certain of the mortgage loans. See "Servicing Under the Pooling and Servicing Agreement--The Master Servicer" in this prospectus supplement. Special Servicer............. Midland Loan Services, Inc., the special servicer, will initially be responsible for the special servicing of all of the mortgage loans, except that the 125 West 55th Street mortgage loan (identified as Loan No. 11 on Annex A-1 to this prospectus supplement) will be specially serviced by LNR Partners, Inc. pursuant to the terms of the pooling and servicing agreement relating to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates and the Loews Universal Hotel Portfolio mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement) will be specially serviced by GMAC Commercial Mortgage Corporation pursuant to the terms of the pooling and servicing agreement relating to the J.P. Morgan S-10 Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. See "--The Mortgage Loans--The Non-Serviced Mortgage Loans" below. Under the pooling and servicing agreement, the special servicer is permitted to hire sub-servicers with respect to its special servicing duties, subject to the consent of the directing certificateholder. See "Servicing Under the Pooling and Servicing Agreement--The Special Servicer" in this prospectus supplement. Trustee...................... LaSalle Bank National Association, a national banking association. The trustee's address is 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, ATTN: Global Securities and Trust Services Group -- GECMC 2005-C3 and its telephone number is (312) 904-7989. Fiscal Agent................. ABN AMRO Bank N.V., a Netherlands banking corporation and indirect corporate parent of the trustee. The Swap Counterparty and the Swap Contract............ IXIS Financial Products, Inc. For a description of the Swap Counterparty, see "Description of the Swap Contract" in this prospectus supplement. For a description of the Swap Contract see "Description of the Swap Contract" in this prospectus supplement. Mortgage Loan Sellers........ General Electric Capital Corporation, a Delaware corporation, German American Capital Corporation, a Maryland corporation, and Bank of America, N.A., a national banking association. General Electric Capital Corporation is the parent of the depositor. German American Capital Corporation is an affiliate of Deutsche Bank Securities Inc., one of the underwriters. Bank of America, N.A. is an affiliate of Banc of America Securities LLC, one of the underwriters. See "Description of the Mortgage Pool--The Mortgage Loan Sellers" in this prospectus supplement. SELLERS OF THE MORTGAGE LOANS <TABLE> AGGREGATE PRINCIPAL % OF % OF NUMBER BALANCE % OF INITIAL INITIAL OF OF THE INITIAL LOAN LOAN MORTGAGE MORTGAGE POOL GROUP 1 GROUP 2 SELLER LOANS LOANS(1) BALANCE BALANCE BALANCE - ----------------------------- ---------- ----------------- ----------- ----------- ----------- General Electric Capital Corporation ............... 90 $ 864,444,040 40.85% 37.15% 54.73% German American Capital Corporation ............... 21 668,872,659 31.61 34.36 21.26 Bank of America, N.A. ..... 21 582,794,559 27.54 28.48 24.01 -- -------------- ------ ------ ------ TOTAL ..................... 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> ---------- (1) Subject to a permitted variance of plus or minus 5%. Cut-off Date................. With respect to each mortgage loan, the later of August 1, 2005 and the date of origination of the mortgage loan. S-11 Closing Date................. On or about August 25, 2005 .. Distribution Date............ The 10th day of each month or, if such 10th day is not a business day, the business day immediately following such 10th day, beginning in September 2005. Interest Accrual Period...... Interest will accrue on the offered certificates (other than with respect to the Class A-3FL certificates) and the Class A-3FL regular interest during the calendar month prior to the related distribution date. With respect to the Class A-3FL certificates, the interest accrual period will be the period from and including the distribution date of the month preceding the month in which the related distribution date occurs (or, in the case of the first distribution date, the closing date) to, but excluding the related distribution date. Except with respect to the Class A-3FL certificates, interest will be calculated on the offered certificates assuming that each month has 30 days and each year has 360 days. With respect to the Class A-3FL certificates, interest will be calculated based upon the actual number of days in the related interest accrual period and a year consisting of 360 days. Due Period................... The period commencing immediately following the determination date in the calendar month preceding the month in which such distribution date occurs (and, in the case of the first distribution date, the period commencing on the cut-off date) and ending on the close of business on the determination date in the calendar month in which such distribution date occurs. Notwithstanding the foregoing, in the event that the last day of a due period (or applicable grace period) is not a business day, any payments received with respect to the mortgage loans relating to the related due period on the business day immediately following that day will be deemed to have been received during such due period and not during any other due period. 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. OFFERED SECURITIES General...................... We are offering the following seventeen classes of commercial mortgage pass-through certificates as part of Series 2005-C3: o Class A-1 o Class A-2 o Class A-3FX o Class A-3FL o Class A-4 o Class A-5 S-12 o Class A-6 o Class A-AB o Class A-7A o Class A-7B o Class A-1A o Class X-P o Class A-J o Class B o Class C o Class D o Class E Series 2005-C3 will consist of a total of 32 classes, the following 15 of which are not being offered through this prospectus supplement and the accompanying prospectus: Class X-C, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR. The Series 2005-C3 certificates will collectively represent beneficial ownership interests in a trust created by GE Commercial Mortgage Corporation. The trust's assets will primarily be 132 mortgage loans secured by first liens on 151 commercial, multifamily and manufactured housing community properties. Certificate Principal Amounts...................... Your certificates will have the approximate aggregate initial principal amount (or in the case of class X-P, notional amount) set forth below, subject to a variance of plus or minus 5%: <TABLE> Class A-1 ........... $ 70,551,000 Class A-2 ........... $ 117,365,000 Class A-3FX ......... $ 180,000,000 Class A-3FL ......... $ 25,000,000 Class A-4 ........... $ 145,390,000 Class A-5 ........... $ 118,168,000 Class A-6 ........... $ 75,000,000 Class A-AB .......... $ 74,502,000 Class A-7A .......... $ 386,682,000 Class A-7B .......... $ 55,241,000 Class A-1A .......... $ 444,990,000 Class X-P ........... $2,070,356,000 Class A-J ........... $ 161,353,000 Class B ............. $ 13,226,000 Class C ............. $ 29,096,000 Class D ............. $ 21,161,000 Class E ............. $ 34,387,000 </TABLE> See "Description of the Certificates--General" in this prospectus supplement. S-13 The Class A-3FL regular interest will, at all times, have a certificate balance equal to the certificate balance of the Class A-3FL certificates. The Class X-C and Class X-P certificates will not have certificate balances or entitle their holders to distributions of principal. Each of the Class X-C and Class X-P certificates will, however, represent the right to receive distributions of interest accrued as described in this prospectus supplement on a notional amount. The notional amount of the Class X-C certificates will be based on the aggregate of the certificate balances of all of the certificates (other than the Class X-C, Class X-P, Class R, Class S and Class LR certificates). The notional amount of the Class X-P certificates, for any distribution date, will equal the sum of the principal balances of one or more classes of principal balance certificates or designated components of those classes, and those classes and components and their principal balances will vary over time. We describe the classes of certificates and designated components of those classes that will form part of the total notional amount of the Class X-P certificates for each distribution date, under "Description of the Certificates--General" in this prospectus supplement. Pass-Through Rates A. Offered Certificates...... Your certificates will accrue interest at an annual rate called a pass-through rate. The approximate pass-through rate for each class of certificates is set forth below: <TABLE> Class A-1(1) ........... 4.5910% Class A-2(1) ........... 4.8530% Class A-3FX(1) ......... 4.8630% Class A-3FL(2) ......... LIBOR + 0.1250% Class A-4(3) ........... 5.0460% Class A-5(3) ........... 4.9790% Class A-6(3) ........... 5.0830% Class A-AB(1) .......... 4.9400% Class A-7A(3) .......... 4.9740% Class A-7B(3) .......... 5.0350% Class A-1A(3) .......... 4.9490% Class X-P .............. 0.2697% Class A-J(3) ........... 5.0650% Class B(4) ............. 5.2093% Class C(4) ............. 5.2283% Class D(4) ............. 5.2583% Class E(5) ............. 5.2753% </TABLE> ---------- (1) The Class A-1, Class A-2, Class A-3FX and Class A-AB certificates will each accrue interest at a fixed rate. (2) The pass-through rate applicable to the Class A-3FL certificates on each distribution date will be a per annum rate equal to LIBOR plus 0.1250% per annum. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-3FL certificates S-14 may convert to a fixed rate equal to 4.7340% per annum. The initial LIBOR rate will be determined on August 23, 2005, and subsequent LIBOR rates will be determined 2 LIBOR business days before the start of the related interest accrual period. (3) The Class A-4, Class A-5, Class A-6, Class A-7A, Class A-7B, Class A-1A and Class A-J certificates will each accrue interest at a fixed rate subject to a cap at the weighted average of the net mortgage interest rates of the mortgage loans. (4) The Class B, Class C and Class D certificates will accrue interest at a rate equal to the weighted average of the net mortgage interest rates of the mortgage loans minus 0.066%, 0.047% and 0.017%, respectively. (5) The Class E certificates will accrue interest at a rate equal to the weighted average of the net mortgage interest rates of the mortgage loans. The pass-through rate for the Class X-C certificates for each distribution date will equal the weighted average of certain strip rates applicable to the respective classes of principal balance certificates or the Class A-3FL regular interest or to designated components of those classes, with the relevant weighting to be done based upon the relative sizes of those classes or components. In that regard, although the outstanding principal balance of each class of principal balance certificates or the Class A-3FL regular interest is represented in the total notional amount of the Class X-C certificates, in the case of one or more classes of principal balance certificates or the Class A-3FL regular interest, that principal balance is divided into two or more components for purposes of the calculation of the pass-through rate for the Class X-C certificates from time to time. The pass-through rate for the Class X-P certificates, for each distribution date through and including the distribution date in August 2012, will equal the weighted average of certain respective strip rates applicable to certain classes of principal balance certificates or the Class A-3FL regular interest or designated components of those classes that in either case form a part of the total notional amount of the Class X-P certificates outstanding immediately prior to the related distribution date, with the relevant weighting to be done based upon the relative sizes of those classes or components. We describe the strip rates applicable to the calculation of the pass-through rates for the Class X-C and Class X-P certificates under "Description of the Certificates--Distributions--Pass-Through Rates" in this prospectus supplement. B. Interest Rate Calculation Convention................ Interest on your certificates (other than the Class A-3FL certificates) will be calculated based on a 360-day year consisting of twelve 30-day months (i.e., a 30/360 basis). Interest on the Class A-3FL certificates will be calculated based on the actual number of days elapsed. The interest accrual period for the Class A-3FL certificates will be from the 10th of the month prior to the related distribution date to the 10th of the month in which such distribution date occurs, provided that the first interest accrual period shall be from August 25 to September 9. For purposes of calculating the pass-through rates on any class of certificates subject to the weighted average net mortgage interest rate and certain S-15 non-offered certificates, the mortgage loan interest rates will not reflect any default interest rate, any rate increase occurring after an anticipated prepayment date, any loan term modifications agreed to by the special servicer or any modifications resulting from a borrower's bankruptcy or insolvency. In addition, 129 of the mortgage loans accrue interest based on a 360-day year and the actual number of days elapsed in each month (i.e., an actual/360 basis). Three mortgage loans (identified as Loan Nos. 2, 11 and 19 on Annex A-1 to this prospectus supplement), representing approximately 9.77% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 10.76% of the aggregate principal balance of loan group 1 as of the cut-off date and 6.06% of the aggregate principal balance of loan group 2 as of the cut-off date), accrue interest on a 30/360 basis. The interest rate for each mortgage loan will be recalculated, if necessary, so that the amount of interest that would accrue at that rate in that month, calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in "Description of the Certificates--Distributions--Pass-Through Rates" and "--Distributions--Interest Distribution Amount" in this prospectus supplement. Distributions A. Amount and Order of Distributions............. For purposes of making distributions to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and the Class A-3FL regular interest, the pool of mortgage loans will be deemed to consist of two distinct groups, loan group 1 and loan group 2. Loan group 1 will consist of 95 mortgage loans, representing approximately 78.97% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and loan group 2 will consist of 37 mortgage loans, representing approximately 21.03% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Loan group 2 will include 100.00% of the aggregate principal balance of all the mortgage loans secured by multifamily properties and approximately 19.29% of the aggregate principal balance of all the mortgage loans secured by manufactured housing properties. Annex A-1 to this prospectus supplement will set forth the loan group designation with respect to each mortgage loan. On each distribution date, funds from the mortgage loans available for distribution to the certificates, net of specified trust expenses, will be distributed in the following amounts and order of priority: First/Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-1A, Class X-C and Class X-P certificates and the Class A-3FL regular interest: To pay interest, concurrently, o on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B certificates and S-16 the Class A-3FL regular interest, pro rata, from the portion of the available distribution amount for such distribution date that is attributable to the mortgage loans in loan group 1, in each case in accordance with their interest entitlements, provided that if any interest is distributed to the Class A-7 certificates, it will be applied first to the Class A-7A certificates up to its interest entitlement and then to the Class A-7B certificates up to its interest entitlement, o on the Class A-1A certificates from the portion of the available distribution amount for such distribution date that is attributable to the mortgage loans in loan group 2 and o on the Class X-C and Class X-P certificates, pro rata, from the available distribution amount, in each case in accordance with their interest entitlements. However, if on any distribution date, the available distribution amount (or applicable portion thereof) is insufficient to pay in full the total amount of interest to be paid to any of the classes described above, the available distribution amount will be allocated among all these classes pro rata in accordance with their interest entitlements, provided that if any interest is distributed to the Class A-7 certificates, it will be applied first to the Class A-7A certificates up to its interest entitlement and then to the Class A-7B certificates up to its interest entitlement. Second/Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and the Class A-3FL regular interest: To the extent of amounts then required to be distributed as principal, A. to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B certificates and Class A-3FL regular interest: o first, to the Class A-AB certificates, available principal received from loan group 1 and, after the Class A-1A certificates have been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A certificates have been made, until the principal balance of the Class A-AB certificates is reduced to the planned principal balance as set forth on Annex A-6 to this prospectus supplement for such distribution date, o then, to the Class A-1 certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB certificates and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A and Class A-AB certificates have been made, until the principal balance of the Class A-1 certificates is reduced to zero, S-17 o then, to the Class A-2 certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB and Class A-1 certificates and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB and Class A-1 certificates have been made, until the principal balance of the Class A-2 certificates is reduced to zero, o then, to the Class A-3FX certificates and Class A-3FL regular interest, pro rata, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1 and Class A-2 certificates and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB, Class A-1 and Class A-2 certificates have been made, until the principal balance of the Class A-3FX certificates and Class A-3FL regular interest is reduced to zero, o then, to the Class A-4 certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1, Class A-2 and Class A-3FX certificates and Class A-3FL regular interest and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB, Class A-1, Class A-2 and Class A-3FX certificates and Class A-3FL regular interest have been made, until the principal balance of the Class A-4 certificates is reduced to zero, o then, to the Class A-5 certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1, Class A-2, Class A-3FX and Class A-4 certificates and Class A-3FL regular interest and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB, Class A-1, Class A-2, Class A-3FX and Class A-4 certificates and Class A-3FL regular interest have been made, until the principal balance of the Class A-5 certificates is reduced to zero, o then, to the Class A-6 certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4 and Class A-5 certificates and the Class A-3FL regular interest, and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A certificates and the above distributions to the Class A-1A, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4 and Class A-5 certificates and the Class A-3FL regular interest have been made, until the principal balance of the Class A-6 certificates is reduced to zero, S-18 o then, to the Class A-AB certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 certificates and Class A-3FL regular interest and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 certificates and Class A-3FL regular interest have been made, until the principal balance of the Class A-AB certificates is reduced to zero, o then, to the Class A-7A certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 certificates and Class A-3FL regular interest and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 certificates and Class A-3FL regular interest have been made, until the principal balance of the Class A-7A certificates is reduced to zero; and o then, to the Class A-7B certificates, available principal received from loan group 1 remaining after the above distributions in respect of principal to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6 and Class A-7A certificates and Class A-3FL regular interest and, after the principal balance of the Class A-1A certificates has been reduced to zero, available principal received from loan group 2 remaining after payments to the Class A-1A, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6 and Class A-7A certificates and Class A-3FL regular interest have been made, until the principal balance of the Class A-7B certificates is reduced to zero. B. to the Class A-1A certificates, available principal received from loan group 2 and, after the principal balance of the Class A-7B certificates has been reduced to zero, available principal received from loan group 1 remaining after the above distributions to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-7A and Class A-7B certificates and Class A-3FL regular interest have been made, until the principal balance of the Class A-1A certificates is reduced to zero. If the principal amount of each class of principal balance certificates and the Class A-3FL regular interest other than the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and the Class A-3FL regular interest has been reduced to zero as a result of losses on the mortgage loans or has been deemed reduced to zero as a result of an appraisal reduction, principal received from loan group 1 and S-19 loan group 2 will be distributed to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7 and Class A-1A certificates and the Class A-3FL regular interest, pro rata. Principal distributions made to the Class A-7 certificates will be allocated first to the Class A-7A certificates and then to the Class A-7B certificates. Third/Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and Class A-3FL regular interest: To reimburse the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7 and Class A-1A certificates and Class A-3FL regular interest, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest, provided that any such reimbursement to the Class A-7 certificates shall be applied first to the Class A-7A certificates up to its interest entitlement and then to the Class A-7B certificates. Fourth/Class A-J certificates: o to interest on the Class A-J certificates in the amount of its interest entitlement; o to the extent of funds allocated to principal remaining after distributions in respect of principal to each Class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and the Class A-3FL regular interest), to principal on the Class A-J certificates until reduced to zero; and o 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, together with interest. Fifth/Class B Certificates: To the Class B certificates in a manner analogous to the Class A-J certificates allocations of priority Fourth above. Sixth/Class C Certificates: To the Class C certificates in a manner analogous to the Class A-J certificates allocations of priority Fourth above. Seventh/Class D Certificates: To the Class D certificates in a manner analogous to the Class A-J certificates allocations of priority Fourth above. Eighth/Class E Certificates: To the Class E certificates in a manner analogous to the Class A-J certificates allocations of priority Fourth above. Ninth/Non-offered certificates (other than the Class X-C, Class R, Class LR and Class S certificates): In the amounts and order of priority described in "Description of the Certificates--Distributions-- Priority" in this prospectus supplement. S-20 B. Interest and Principal Entitlements.............. description of each class's and the Class A-3FL regular interest interest entitlement can be found in "Description of the Certificates--Distributions--Interest Distribution Amount" in this prospectus supplement. A description of the amount of principal required to be distributed to the classes and the Class A-3FL regular interest entitled to principal on a particular distribution date also can be found in "Description of the Certificates--Distributions--Principal Distribution Amount" in this prospectus supplement. C. Yield Maintenance Charges....... Yield maintenance charges with respect to the mortgage loans will be allocated to the offered certificates (other than the Class A-3FL certificates) and the Class A-3FL regular interest as described in "Description of the Certificates--Allocation of Yield Maintenance Charges" in this prospectus supplement. For so long as the swap contract is in effect and there is no continuing payment default under the swap contract, any yield maintenance charge distributable in respect of the Class A-3FL regular interest, will be payable to the swap counterparty pursuant to the terms of the swap contract. If the swap contract is not in effect or if there is a continuing payment default related to the swap contract, any yield maintenance charges allocable to the Class A-3FL regular interest, will be paid to the holders of the Class A-3FL certificates. For an explanation of the calculation of yield maintenance charges, see "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. See "Description of the Certificates--Allocation of Yield Maintenance Charges" in this prospectus supplement. Subordination A. General................... The chart below describes the manner in which the payment rights of certain classes and the Class A-3FL regular interest will be senior or subordinate, as the case may be, to the payment rights of other classes and the Class A-3FL regular interest. The chart shows the entitlement to receive principal and interest (other than excess interest) on any distribution date in descending order (beginning with the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-1A, Class X-C and Class X-P certificates and the Class A-3FL regular interest). It also shows the manner in which mortgage loan losses are allocated in ascending order (beginning with the other Series 2005-C3 certificates that are not being offered by this prospectus supplement). However, no principal payments or loan losses allocable to principal will be allocated to the Class X-C and Class X-P certificates, although loan losses will reduce the notional amount of the Class X-C and Class X-P certificates and, therefore, the amount of interest they accrue. S-21 [GRAPHIC OMITTED] * The Class A-1A certificates have a priority entitlement to principal payments received in respect of mortgage loans included in loan group 2. The Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B certificates and the Class A-3FL regular interest have a priority entitlement to principal payments received in respect of mortgage loans included in loan group 1. Principal payments allocated to Class A-7 certificates will be applied first to the Class A-7A certificates until reduced to zero and then to the Class A-7B certificates. See "Description of the Certificates-- Distributions--Priority" in this prospectus supplement. ** The Class A-AB certificates have certain priority with respect to reducing the principal balance of such certificates to their planned principal balance, as described in this prospectus supplement. *** The Class X-C and Class X-P certificates are interest-only certificates. The Class X-C certificates are not offered hereby. **** Other than the Class X-C, Class S, Class R and Class LR certificates. No other form of credit enhancement will be available for the benefit of the holders of the offered certificates. Losses allocated to the Class A-7 certificates will be applied first to the Class A-7B certificates until reduced to zero and then to the Class A-7A certificates until reduced to zero. In addition, while mortgage loan losses will not be directly allocated to the Class A-3FL certificates, mortgage loan losses allocated to the Class A-3FL regular interest will result in a corresponding decrease in the certificate balance of the Class A-3FL certificates and any interest shortfalls suffered by the Class A-3FL regular interest will reduce the amount of interest distributed on the Class A-3FL certificates. S-22 Any allocation of a loss to a class of principal balance certificates or the Class A-3FL regular interest will reduce the principal amount of that class of certificates or the Class A-3FL regular interest (and the corresponding Class A-3FL certificates). See "Description of the Certificates" in this prospectus supplement. B. Shortfalls in Available Funds..................... The following types of shortfalls in available funds will reduce distributions to the classes of certificates (or the Class A-3FL regular interest) with the lowest payment priorities: o shortfalls resulting from additional compensation, other than the servicing fee, which the master servicer or the special servicer is entitled to receive; o shortfalls resulting from interest on advances made by the master servicer, the trustee or the fiscal agent (to the extent not covered by default interest and late charges paid by the borrower as described herein); o shortfalls resulting from the reimbursement of nonrecoverable advances made by the master servicer, the special servicer, the trustee or the fiscal agent; o shortfalls resulting from extraordinary expenses of the trust; and o shortfalls resulting from a modification of a mortgage loan's interest rate or principal balance or from other unanticipated or default-related expenses of the trust. See "Description of the Certificates--Distributions--Priority" in this prospectus supplement. Shortfalls in available funds resulting from shortfalls in the collection of up to an entire month of interest in respect of the mortgage loans backing the offered certificates due to unscheduled principal prepayments will generally be allocated to all classes of certificates (other than the Class X-C, Class X-P, Class S, Class R and Class LR certificates). In each case, such allocations will be made pro rata to such classes on the basis of their accrued interest and will reduce such classes' respective interest entitlements. Reductions in distributions to the Class A-3FL regular interest will cause a corresponding reduction in distributions to the Class A-3FL certificates to the extent described in this prospectus supplement. See "Description of the Certificates--Distributions" in this prospectus supplement. Advances A. P&I Advances.............. The master servicer is required to advance delinquent periodic mortgage loan payments unless it determines that the advance will not be recoverable from collections from the related borrower or mortgaged property. The master servicer will not be required to advance balloon payments due at maturity in excess of the regular periodic payment (which would have been payable had the S-23 mortgage loan's balloon payment not been due and payable with respect to such distribution date), interest in excess of a mortgage loan's regular interest rate or yield maintenance charges. There may be other circumstances in which the master servicer will not be required to advance one full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance. If the trustee fails to make a required advance, the fiscal agent will be required to make the advance. None of the master servicer, the trustee or the fiscal agent is required to advance amounts deemed non-recoverable. If an interest advance is made, the master servicer will not advance its servicing fee, but will advance the trustee's fee. In addition, none of the master servicer, the trustee or the fiscal agent will be required to make an advance of principal or interest with respect to a mortgage loan that is not included in the trust. Neither the master servicer, the trustee nor the fiscal agent will be required to advance any amounts due to be paid by the related swap counterparty for a distribution to the Class A-3FL certificates or be liable for any breakage, termination or other costs owed by the trust fund to the related swap counterparty. See "Description of the Certificates--Advances" in this prospectus supplement. B. Servicing Advances........ Except with respect to the Loews Universal Hotel Portfolio mortgage loan and the 125 West 55th Street mortgage loan (identified as Loan Nos. 6 and 11, respectively, on Annex A-1 to this prospectus supplement), the master servicer may 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, to maintain insurance (including under the master servicer's force-placed insurance policy) with respect to the related mortgaged property or enforce the related mortgage loan documents. If the master servicer fails to make a required advance of this type, the trustee is required to make this advance. If the trustee fails to make a required advance of this type, the fiscal agent will be required to make this advance. In addition, the special servicer may, but is not required to, make servicing advances on an emergency basis. None of the master servicer, the trustee, the fiscal agent or the special servicer is required to advance amounts deemed non-recoverable. Servicing Advances with respect to the 125 West 55th Street mortgage loan and the Loews Universal Hotel Portfolio mortgage loan will be made by the master servicer, the special servicer, the trustee or the fiscal agent, as the case may be, under the pooling and servicing agreement under which such respective mortgage loan is serviced. See "--The Mortgage Loans--The Non-Serviced Mortgage Loans" below. See "Description of the Certificates--Advances" in this prospectus supplement. S-24 C. Interest on Advances...... The master servicer, the special servicer, the trustee and the fiscal agent, as applicable, will be entitled to interest on all advances at the "Prime Rate" as published in The Wall Street Journal, as described in this prospectus supplement; provided, however, that with respect to advances for periodic mortgage loan payments made prior to the expiration of any grace period for such mortgage loan, interest on such advances will only accrue from and after the expiration of such grace period. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. See "Description of the Certificates--Advances" and "--Subordination; Allocation of Collateral Support Deficit" in this prospectus supplement and "Description of the Certificates--Advances in Respect of Delinquencies" and "Description of the Pooling Agreements--Certificate Account" in the prospectus. Reports to Certificateholders........... On each distribution date, the following reports, among others, will be available to certificateholders and will contain the information described under "Description of the Certificates--Reports to Certificateholders; Certain Available Information" in this prospectus supplement: o delinquent loan status report, o historical liquidation report, o historical loan modification and corrected mortgage loan report, o REO status report, o servicer watch list, o comparative financial status report, o loan level reserve/LOC report, and o reconciliation of funds report. It is expected that each report will be in the final form promulgated as recommended by the Commercial Mortgage Securities Association (to the extent that such report has been approved and to the extent that any changes thereto are reasonably acceptable to the master servicer or special servicer, as applicable). Upon reasonable prior notice, certificateholders may also review at the trustee's offices during normal business hours a variety of information and documents that pertain to the pooled mortgage loans and the mortgaged properties securing those loans. We expect that the available information and documents will include borrower operating statements, rent rolls and property inspection reports to the extent received by the trustee from the master servicer or special servicer. See "Description of the Certificates--Reports to Certificateholders; Certain Available Information" in this prospectus supplement. S-25 THE MORTGAGE LOANS The Mortgage Pool............ The trust's primary assets will be 132 fixed rate mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust or similar security instruments on the fee and/or leasehold estate of the related borrower in 151 commercial, multifamily and manufactured housing community properties. The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date. The sum in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures presented in this summary section are calculated as described under "Description of the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus supplement and all percentages represent the indicated percentage of the aggregate principal balance of the pool of mortgage loans, the mortgage loans in loan group 1 or the mortgage loans in loan group 2, in each case, as of the later of the cut-off date or the origination date. The principal balance of each mortgage loan as of the cut-off date assumes the timely receipt of principal scheduled to be paid in August 2005 on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan as of the cut-off date. For purposes of calculating debt service coverage ratios in the following tables and in this prospectus supplement, the annual debt service is calculated after netting out the applicable letters of credit and/or holdback amounts for nine mortgage loans (identified as Loan Nos. 35, 36, 56, 63, 92, 102, 125, 131 and 132 on Annex A-1 to this prospectus supplement), representing approximately 2.68% of the principal balance of the pool of mortgage loans as of the cut-off date or approximately 2.08% of the aggregate principal balance of loan group 1 or approximately 4.94% of the aggregate principal balance of loan group 2. For purposes of calculating the cut-off date loan-to-value ratio in the following tables and in this prospectus supplement, the cut-off date balance is reduced by netting out the applicable letter of credit and/or holdback amounts for two mortgage loans (identified as Loan Nos. 35 and 56 on Annex A-1 to this prospectus supplement), representing approximately 1.04% of the principal balance of the pool of mortgage loans as of the cut-off date or approximately 4.94% of the aggregate principal balance of loan group 2. For purposes of calculating the loan-to-value ratio at maturity or anticipated prepayment date in the following tables and in this prospectus supplement, the loan balance at maturity is reduced by netting out the applicable letter of credit and/or holdback amount from the loan balance, for two mortgage loans (identified as Loan Nos. 35 and 56 on Annex A-1 to this prospectus supplement), representing approximately 1.04% of the principal balance of the pool of mortgage loans as of the cut-off date or approximately 4.94% of the principal balance of loan group 2. S-26 With respect to the Loews Universal Hotel Portfolio mortgage loan, the Oglethorpe Mall mortgage loan, the 1301 Fannin mortgage loan, the One Main Place mortgage loan, the 125 West 55th Street mortgage loan and the Tinley Crossings-8151 W 183rd mortgage loan (identified as Loan Nos. 6, 7, 8, 9, 11 and 69, respectively, on Annex A-1 to this prospectus supplement), as to which the related mortgaged property also secures one or more pari passu loans and/or a subordinate loan, o the loan amount used in this prospectus supplement for calculating the related loan-to-value ratio, the related debt service coverage ratio and the related balance per unit includes the principal balance of such mortgage loan and any related pari passu loan and excludes the principal balance of any subordinate loan; and o the loan amount used in this prospectus supplement for weighting the related loan-to-value ratio, related debt service coverage ratio and the related balance per unit includes the principal balance of such mortgage loan and excludes the principal balance of any pari passu loan and any subordinate loan. S-27 The mortgage loans will have the following approximate characteristics as of the later of the origination date and the cut-off date: <TABLE> ALL MORTGAGE LOANS --------------------- Aggregate principal balance(1) ....................................... $2,116,111,258 Number of mortgage loans ............................................. 132 Number of mortgaged properties ....................................... 151 Number of hyper-amortizing loans ..................................... 1 Number of balloon mortgage loans ..................................... 55 Number of interest only mortgage loans(2) ............................ 23 Number of partial interest only mortgage loans ....................... 53 Range of mortgage loan principal balances ............................ $1,400,000 to $ 150,000,000 Average mortgage loan principal balance .............................. $ 16,031,146 Range of mortgage rates .............................................. 4.560% to 5.743% Weighted average mortgage rate(3) .................................... 5.155% Range of original terms to maturity(4) ............................... 60 months to 121 months Weighted average original term to maturity(4) ........................ 98 months Range of remaining terms to maturity(4) .............................. 55 months to 121 months Weighted average remaining term to maturity(4) ....................... 97 months Range of original amortization terms(5) .............................. 240 months to 60 months Weighted average original amortization term(5) ....................... 357 months Range of remaining amortization terms(5) ............................. 239 months to 360 months Weighted average remaining amortization term(5) ...................... 356 months Range of loan-to-value ratios as of the cut-off date(6) .............. 15.45% to 80.85% Weighted average loan-to-value ratio as of the cut-off date(6) ....... 66.97% Range of loan-to-value ratios as of the maturity date(6) ............. 15.45% to 80.00% Weighted average loan-to-value ratio as of the maturity date(6) ...... 61.54% Range of occupancy rates ............................................. 67.7% to 100.0% Weighted average occupancy rate ...................................... 93.3% Range of debt service coverage ratios(2)(6) .......................... 1.20x to 7.51x Weighted average debt service coverage ratio(2)(6) ................... 1.73x LOAN GROUP 1 LOAN GROUP 2 --------------------- --------------------- Aggregate principal balance(1) ....................................... $1,671,120,765 $444,990,493 Number of mortgage loans ............................................. 95 37 Number of mortgaged properties ....................................... 111 40 Number of hyper-amortizing loans ..................................... 1 0 Number of balloon mortgage loans ..................................... 41 14 Number of interest only mortgage loans(2) ............................ 13 10 Number of partial interest only mortgage loans ....................... 40 13 Range of mortgage loan principal balances ............................ $1,400,000 to $1,811,000 to $ 150,000,000 $ 90,000,000 Average mortgage loan principal balance .............................. $ 17,590,745 $ 12,026,770 Range of mortgage rates .............................................. 4.629% to 5.743% 4.560% to 5.640% Weighted average mortgage rate(3) .................................... 5.186% 5.041% Range of original terms to maturity(4) ............................... 60 months to 60 months to 121 months 121 months Weighted average original term to maturity(4) ........................ 98 months 99 months Range of remaining terms to maturity(4) .............................. 55 months to 59 months to 121 months 121 months Weighted average remaining term to maturity(4) ....................... 97 months 98 months Range of original amortization terms(5) .............................. 240 months to 240 months to 360 months 360 months Weighted average original amortization term(5) ....................... 357 months 354 months Range of remaining amortization terms(5) ............................. 240 months to 239 months to 360 months 360 months Weighted average remaining amortization term(5) ...................... 357 months 354 months Range of loan-to-value ratios as of the cut-off date(6) .............. 15.45% to 80.85% 53.25% to 80.00% Weighted average loan-to-value ratio as of the cut-off date(6) ....... 67.07% 66.61% Range of loan-to-value ratios as of the maturity date(6) ............. 15.45% to 80.00% 41.76% to 80.00% Weighted average loan-to-value ratio as of the maturity date(6) ...... 61.41% 62.03% Range of occupancy rates ............................................. 67.7% to 100.0% 78.8% to 100.0% Weighted average occupancy rate ...................................... 93.0% 94.2% Range of debt service coverage ratios(2)(6) .......................... 1.20x to 7.51x 1.20x to 2.44x Weighted average debt service coverage ratio(2)(6) ................... 1.77x 1.59x </TABLE> - ---------- (1) Subject to a permitted variance of plus or minus 5%. (2) Annual debt service, monthly debt service, and the debt service coverage ratio for each mortgage loan that pays interest only for the entirety of its loan term is calculated using the interest payments for the first twelve payment periods following the cut-off dates on such mortgage loans. Includes one mortgage loan, representing approximately 6.13% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 7.77% of the aggregate principal balance of loan group 1 as of the cut-off date) which is also hyperamortizing. (3) With respect to the mortgage loan identified as Loan No. 11, the interest rate used in this calculation is 5.74326%, which interest rate reflects the average interest rate for the first 12 payment dates after the cut-off date. The interest rates for this mortgage loan will vary throughout the loan term and are set forth on Annex A-4 to this prospectus supplement. (4) Calculated to the earlier of anticipated prepayment date or maturity date. (5) Excludes 23 mortgage loans, representing approximately 41.53% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 38.23% of the aggregate principal balance of loan group 1 and approximately 53.93% of the aggregate principal balance of loan group 2 as of the cut-off date), that pay interest only for the entirety of their respective loan terms. (6) With respect to three mortgage loans, representing approximately 9.68% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 12.26% of the aggregate principal balance of loan group 1 as of the cut-off date), the debt service coverage ratios and the loan-to-value ratios have been calculated including mortgage loans that are not included in the trust but are pari passu in right of payment with the respective mortgage loan included in the trust (and, if applicable, excluding any subordinate mortgage loan secured by the related mortgaged property). S-28 The aggregate principal balance of the mortgage loans held by the trust is $2,116,111,258. CURRENT USES OF THE MORTGAGED PROPERTIES(1)(2) <TABLE> AGGREGATE % OF INITIAL % OF INITIAL NUMBER OF PRINCIPAL % OF INITIAL LOAN LOAN MORTGAGED BALANCE OF THE POOL GROUP 1 GROUP 2 CURRENT USE PROPERTIES MORTGAGE LOANS BALANCE BALANCE BALANCE - ------------------------ ------------ ---------------- -------------- -------------- ------------- Office ............... 26 $ 938,458,447 44.35% 56.16% 0.00% Multifamily .......... 54 511,868,969 24.19 4.00 100.00 Multifamily .......... 36 429,007,659 20.27 0.00 96.41 Manufactured Housing .............. 18 82,861,310 3.92 4.00 3.59 Retail(3) ............ 36 383,259,799 18.11 22.93 0.00 Hotel ................ 6 130,989,844 6.19 7.84 0.00 Self Storage ......... 22 73,425,496 3.47 4.39 0.00 Industrial ........... 5 46,867,459 2.21 2.80 0.00 Mixed Use(4) ......... 2 31,241,244 1.48 1.87 0.00 -- -------------- ------ ------ ------ TOTAL ................ 151 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> ---------- (1) Because this table presents 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 properties by the appraised values of the mortgaged properties if not otherwise specified in the related note or loan agreement). (2) The pool of mortgage loans includes 10 multi-property mortgage loans (identified as Loan Nos. 2, 6, 15, 18, 22, 32, 42, 71, 87 and 115 on Annex A-1 to this prospectus supplement), representing approximately 15.90% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include nine mortgage loans in loan group 1, or approximately 18.51% of the aggregate principal balance of such loan group as of the cut-off date, and one mortgage loan in loan group 2, or approximately 6.09% of the aggregate principal balance of such loan group as of the cut-off date). Each such loan (or portion thereof included as a mortgage loan in the trust) is evidenced by a single note. (3) With respect to 28 of such mortgaged properties, representing approximately 15.20% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are secured by retail properties that are considered by the applicable mortgage loan seller to be "anchored" or "shadow anchored" (or approximately 19.25% of the aggregate principal balance of loan group 1 as of the cut-off date). (4) Includes retail, office and self storage. For more information regarding the current uses of the mortgaged properties securing the mortgage loans included in loan group 1 and loan group 2, see Annex A-3 to this prospectus supplement. The mortgaged properties are located in 27 states and the District of Columbia. The following table lists the jurisdictions which have concentrations of mortgaged properties greater than or equal to 5.75% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date: S-29 GEOGRAPHIC DISTRIBUTION(1)(2) <TABLE> AGGREGATE % OF % OF PRINCIPAL % OF INITIAL INITIAL NUMBER OF BALANCE OF THE INITIAL LOAN LOAN MORTGAGED PROPERTY MORTGAGED MORTGAGE POOL GROUP 1 GROUP 2 LOCATION PROPERTIES LOANS BALANCE BALANCE BALANCE - ---------------------------------- ------------ ---------------- ----------- ----------- ----------- California ..................... 20 $ 407,744,668 19.27% 18.83% 20.90% Southern California(3) ......... 15 240,048,355 11.34 8.98 20.23 Northern California(3) ......... 5 167,696,313 7.92 9.85 0.68 New York ....................... 13 380,395,252 17.98 20.19 9.65 Texas .......................... 18 225,257,361 10.64 11.65 6.87 Illinois ....................... 7 165,734,306 7.83 9.92 0.00 Florida ........................ 15 158,654,545 7.50 9.13 1.36 Virginia ....................... 10 121,630,174 5.75 2.55 17.76 Other(4) ....................... 68 656,694,951 31.03 27.73 43.45 -- -------------- ------ ------ ------ TOTAL .......................... 151 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> ---------- (1) Because this table presents 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 properties by the appraised values of the mortgaged properties if not otherwise specified in the related loan agreement). (2) The pool of mortgage loans includes 10 multi-property mortgage loans (identified as Loan Nos. 2, 6, 15, 18, 22, 32, 42, 71, 87 and 115 on Annex A-1 to this prospectus supplement), representing approximately 15.90% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include nine mortgage loans in loan group 1, or approximately 18.51% of the aggregate principal balance of such loan group as of the cut-off date, and one mortgage loan in loan group 2, or approximately 6.09% of the aggregate principal balance of such loan group as of the cut-off date). Each such loan (or portion thereof included as a mortgage loan in the trust) is evidenced by a single note. (3) Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600. (4) This reference consists of 21 states and the District of Columbia. For more information regarding the location of the mortgaged properties securing the mortgage loans included in loan group 1 and loan group 2, see Annex A-3 to this prospectus supplement. S-30 All of the mortgage loans provide for scheduled payments of principal and/or interest due on the first day of each month. The mortgage loans have grace periods as set forth in the following table: GRACE PERIODS <TABLE> AGGREGATE % OF % OF PRINCIPAL % OF INITIAL INITIAL NUMBER OF BALANCE OF INITIAL LOAN LOAN MORTGAGE THE MORTGAGE POOL GROUP 1 GROUP 2 GRACE PERIOD LOANS LOANS BALANCE BALANCE BALANCE ------------------ ----------- ---------------- ----------- ----------- ---------- 0 days ......... 2 $ 115,653,685 5.47% 6.92% 0.00% 5 days ......... 129 1,950,457,573 92.17 90.09 100.00 6 days ......... 1 50,000,000 2.36 2.99 0.00 --- -------------- ------ ------ ------ TOTAL .......... 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> Certain jurisdictions require a minimum of seven to 15 days before late payment charges may be levied. However, all mortgage loans in such jurisdictions have a grace period with respect to default interest of not more than ten days, after which time default interest may be levied or other remedies pursued. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans" in this prospectus supplement. All of the mortgage loans bear interest at fixed rates. The interest rate for the 125 West 55th Street mortgage loan has various fixed rates of interest, as set forth on Annex A-4. The mortgage loans accrue interest based on the following conventions: INTEREST ACCRUAL BASIS <TABLE> AGGREGATE % OF % OF PRINCIPAL % OF INITIAL INITIAL NUMBER OF BALANCE OF INITIAL LOAN LOAN INTEREST MORTGAGE THE MORTGAGE POOL GROUP 1 GROUP 2 ACCRUAL BASIS LOANS LOANS BALANCE BALANCE BALANCE ---------------------- ----------- ----------------- ----------- ----------- ----------- Actual/360 ......... 129 $1,909,336,258 90.23% 89.24% 93.94% 30/360 ............. 3 206,775,000 9.77 10.76 6.06 --- -------------- ------ ------ ------ TOTAL .............. 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> See "Description of the Mortgage Pool-Certain Terms and Conditions of the Mortgage Loans" in this prospectus supplement. Fixed periodic payments on the mortgage loans are determined assuming interest is calculated on a 30/360 basis, but interest actually accrues and is applied on certain mortgage loans on an actual/360 basis. Accordingly, there will be less amortization of the principal balance during the term of such mortgage loans than if interest accrued on a 30/360 basis, resulting in a higher final payment on such mortgage loans. S-31 The mortgage loans have the amortization characteristics set forth in the following table: AMORTIZATION TYPES <TABLE> AGGREGATE % OF % OF PRINCIPAL % OF INITIAL INITIAL NUMBER OF BALANCE OF INITIAL LOAN LOAN MORTGAGE THE MORTGAGE POOL GROUP 1 GROUP 2 TYPE OF AMORTIZATION LOANS LOANS BALANCE BALANCE BALANCE - ------------------------- ----------- ----------------- ----------- ----------- ----------- Interest Only Loans(1)(3) ........... 23 $ 878,781,400 41.53% 38.23% 53.93% Balloon Loans ......... 55 568,231,633 26.85 26.56 27.95 IO Balloon Loans(2)(3) ........... 53 629,937,000 29.77 32.87 18.12 12 month IO period Loans .......... 6 58,896,000 2.78 3.52 0.00 24 month IO period Loans .......... 12 153,000,000 7.23 8.62 2.02 36 month IO period Loans .......... 12 130,326,000 6.16 6.01 6.70 48 month IO period Loans .......... 3 28,240,000 1.33 0.54 4.32 60 month IO period Loans .......... 17 178,545,000 8.44 9.33 5.07 72 month IO period Loans .......... 2 69,250,000 3.27 4.14 0.00 84 month IO period Loans .......... 1 11,680,000 0.55 0.70 0.00 Hyper Amortizing Loans(4) .............. 1 39,161,225 1.85 2.34 0.00 -- -------------- ------ ------ ------ TOTAL ................. 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> ---------- (1) Includes one mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement), representing approximately 6.13% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 7.77% of the aggregate principal balance of loan group 1 as of the cut-off date) which is also hyperamortizing. (2) The interest only periods listed below run from the related mortgage loan origination date. (3) With respect to ten mortgage loans (identified as Loan Nos. 14, 20, 21, 22, 24, 31, 35, 37, 38 and 60 on Annex A-1 to this prospectus supplement) representing approximately 9.10% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 8.39% of the aggregate principal balance of loan group 1 and approximately 11.79% of the aggregate principal balance of loan group 2, as of the cut-off date) there is an additional one month synthetic interest only period representing the first monthly payment for each such mortgage loan because the first payment date for such mortgage loan is after the cut-off date. The mortgage loans identified as Loan Nos. 20, 22 and 38 on Annex A-1 to this prospectus supplement are interest only for the loan term, while the other seven mortgage loans are partial interest only loans. (4) Does not include Loan No. 2. S-32 The following table contains general information regarding the prepayment provisions of the mortgage loans: OVERVIEW OF PREPAYMENT PROTECTION <TABLE> AGGREGATE % OF % OF PRINCIPAL % OF INITIAL INITIAL NUMBER OF BALANCE OF INITIAL LOAN LOAN MORTGAGE THE MORTGAGE POOL GROUP 1 GROUP 2 PREPAYMENT PROTECTION LOANS LOANS BALANCE BALANCE BALANCE - ------------------------ ----------- ----------------- ----------- ----------- ----------- Lockout period followed by Defeasance ........... 120 $1,790,633,550 84.62% 81.06% 97.99% Lockout period followed by Yield Maintenance .......... 10 250,557,708 11.84 14.46 2.01 Lockout period followed by Defeasance or Yield Maintenance .......... 2 74,920,000 3.54 4.48 0.00 --- -------------- ------ ------ ------ TOTAL ................ 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> For more information regarding the prepayment protection of the mortgage loans included in loan group 1 and loan group 2, see Annex A-3 to this prospectus supplement. Defeasance generally permits the related borrower to substitute direct non-callable U.S. Treasury obligations or other non-callable government securities for the related mortgaged property as collateral for the mortgage loan. Defeasance may not occur prior to the second anniversary of the date of initial issuance of the certificates. The mortgage loans specify a period of time immediately prior to the anticipated prepayment date or stated maturity date during which there are no restrictions on voluntary prepayment. Generally, all of the mortgage loans permit voluntary prepayment without the payment of any penalty for the final one to seven scheduled payments (including the scheduled payment on the stated maturity date). All of the mortgage loans that permit prepayments require that the prepayment be made on the due date or, if on a different date, that any prepayment be accompanied by the interest that would be due on the next due date. See "Description of the Mortgage Pool--Additional Mortgage Loan Information" and "--Certain Terms and Conditions of the Mortgage Loans--Defeasance; Collateral Substitution" in this prospectus supplement. In addition, certain events may result in the involuntary prepayment of all or a portion of a mortgage loan. Such events include: o a casualty or condemnation of a related mortgaged property, o the repurchase of such mortgage loan from the trust by the related mortgage loan seller due to the breach of a representation or warranty or a document defect, S-33 o the purchase of such mortgage loan from the trust by the holder of a related subordinate note, and o the failure by the related borrower to meet certain performance criteria in order to prevent the application of certain escrows and/or letters of credit to pay down the principal balance of such mortgage loan. See "Risk Factors--Risks Relating to Prepayments and Repurchases" in this prospectus supplement. The Non-Serviced Mortgage Loans............... With respect to the 125 West 55th Street mortgage loan (identified as Loan No. 11 on Annex A-1 to this prospectus supplement), representing approximately 2.36% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 2.99% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures three other pari passu loans (with unpaid principal balances as of the cut-off date of $50,000,000, $50,000,000 and $50,000,000, respectively). The 125 West 55th Street pari passu loan with a balance of $50,000,000 is currently an asset of the securitization trust related to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates. The remaining two 125 West 55th Street pari passu loans are currently assets of the securitization trust related to the GMAC 2005-C1 Commercial Mortgage Pass-Through Certificates. See "Description of the Mortgage Pool--The 125 West 55th Street Whole Loan" in this prospectus supplement. The 125 West 55th Street mortgage loan and the related pari passu loans will be serviced and administered pursuant to the pooling and servicing agreement relating to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates, which contains servicing provisions substantially similar to, but not necessarily identical with, the provisions of the pooling and servicing agreement under which the Series 2005-C3 certificates are to be issued. In that regard, o Wells Fargo Bank, N.A., which is the trustee under the GECMC 2005-C2 pooling and servicing agreement, will, in that capacity, be the mortgagee of record with respect to the mortgaged properties securing the 125 West 55th Street mortgage loan; o GEMSA Loan Services, L.P., which is the master servicer under the GECMC 2005-C2 Pooling and Servicing Agreement, will, in that capacity, be the master servicer for the 125 West 55th Street mortgage loan under the GECMC 2005-C2 pooling and servicing agreement; however, advances of delinquent payments with respect to the 125 West 55th Street mortgage loan will be made by the master servicer or the trustee, as applicable, in accordance with the provisions of the pooling and servicing agreement under which the Series 2005-C3 certificates are issued; and S-34 o LNR Partners, Inc., which is the special servicer of the 125 West 55th Street mortgage loan under the GECMC 2005-C2 pooling and servicing agreement, will, in that capacity, be the special servicer for the 125 West 55th Street mortgage loan. See "Servicing Under the Pooling and Servicing Agreement --Servicing of the Non-Serviced Mortgage Loans--Rights of the Holders of the 125 West 55th Street Whole Loan" in this prospectus supplement. With respect to the Loews Universal Hotel Portfolio mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement), representing approximately 3.78% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.79% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures four other pari passu loans (with unpaid principal balances as of the cut-off date of $100,000,000, $100,000,000, $65,000,000 and $55,000,000, respectively) and two subordinate loans (with unpaid principal balances as of the cut-off date of $25,000,000 and $25,000,000). Two of the Loews Universal Hotel Portfolio pari passu loans with an unpaid principal balance as of the cut-off date of $65,000,000 and $55,000,000 and one of the subordinate loans with an unpaid principal balance as of the cut-off date of $25,000,000 was certificated and the securities backed by such loan are currently held by German American Capital Corporation, one of the mortgage loan sellers, and may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). Two of the Loews Universal Hotel Portfolio pari passu loans with unpaid principal balances as of the cut-off date of $100,000,000 and $100,000,000, respectively, and one subordinate loan with an unpaid principal balance as of the cut-off date of $25,000,000 was certificated and the securities backed by such loan are currently held by JPMorgan Chase Bank, N.A. and may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). One of the Loews Universal Hotel Portfolio pari passu loans, which was held by JPMorgan Chase Bank, N.A. with an outstanding principal balance as of the cut-off date of $100,000,000 and the Loews Universal Hotel Portfolio subordinate loans, which was held by German American Capital Corporation and JPMorgan Chase Bank, N.A., were deposited into the trust related to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. One of the Loews Universal Hotel Portfolio pari passu loans with an unpaid principal balance as of the cut-off date of $65,000,000 is currently an asset of the securitization trust related to the COMM 2005-C6 Commercial Mortgage Pass-Through Certificates. It is anticipated that one of the Loews Universal Hotel Portfolio pari passu loans with an unpaid principal balance as of the cut-off date of $100,000,000 will be deposited into the J.P. Morgan Chase Series 2005-LDP3 trust. See "Description of the Mortgage Pool--The Loews Universal Hotel Portfolio Whole Loan" in this prospectus supplement. S-35 The Loews Universal Hotel Portfolio mortgage loan, the related pari passu loans and the subordinate loans will be serviced and administered pursuant to the pooling and servicing agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates, which contains servicing provisions substantially similar to, but not necessarily identical with, the provisions of the pooling and servicing agreement under which the Series 2005-C3 certificates are to be issued. In that regard, o LaSalle Bank National Association, which is the trustee under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement, will, in that capacity, be the mortgagee of record with respect to the mortgaged properties securing the Loews Universal Hotel Portfolio mortgage loan; o GMAC Commercial Mortgage Corporation, which is the master servicer under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement, will, in that capacity, be the master servicer for the Loews Universal Hotel Portfolio mortgage loan; however, advances of delinquent payments with respect to the Loews Universal Hotel Portfolio mortgage loan will be made by the master servicer or the trustee, as applicable, in accordance with the provisions of the pooling and servicing agreement under which the Series 2005-C3 certificates are issued; and o J.E. Robert Company, Inc., which is the special servicer of the Loews Universal Hotel Portfolio mortgage loan under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement, will, in that capacity, be the special servicer for the Loews Universal Hotel Portfolio mortgage loan. See "Servicing Under the Pooling and Servicing Agreement--Servicing of the Non-Serviced Mortgage Loans--Rights of the Holders of the Loews Universal Hotel Portfolio Whole Loan" in this prospectus supplement. See "--The Mortgage Loans--The Non-Serviced Mortgage Loans" below. The Oglethorpe Mall Mortgage Loan................ With respect to the Oglethorpe Mall mortgage loan (identified as Loan No. 7 on Annex A-1 to this prospectus supplement), representing approximately 3.54% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.48% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures one pari passu loan (with an unpaid principal balance as of the cut-off date of $74,918,248). The Oglethorpe Mall pari passu loan is currently held by German American Capital Corporation, one of the mortgage loan sellers, and may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). S-36 See "Description of the Mortgage Pool--The Oglethorpe Mall Whole Loan" in this prospectus supplement. The Oglethorpe Mall mortgage loan and the related pari passu loan will be serviced and administered pursuant to the pooling and servicing agreement. See "Servicing Under the Pooling and Servicing Agreement--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan" in this prospectus supplement. The 1301 Fannin Mortgage Loan................ With respect to the 1301 Fannin mortgage loan (identified as Loan No. 8 on Annex A-1 to this prospectus supplement), representing approximately 3.34% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.23% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures one subordinate loan (with an unpaid principal balance as of the cut-off date of $10,100,000). The 1301 Fannin subordinate loan is currently held by an affiliate of Bank of America, N.A., one of the mortgage loan sellers, and may be sold or further divided at any time (subject to compliance with the terms of the related intercreditor agreement). See "Description of the Mortgage Pool--The 1301 Fannin Whole Loan" in this prospectus supplement. The 1301 Fannin mortgage loan and the related subordinate loan will be serviced and administered pursuant to the pooling and servicing agreement. See "Servicing Under the Pooling and Servicing Agreement--Servicing of the Non-Serviced Mortgage Loans--Rights of the Holders of the 1301 Fannin B Note" in this prospectus supplement. The One Main Place Mortgage Loan and the Tinley Crossings-8151 W 183rd Mortgage Loan............... With respect to each of the One Main Place mortgage loan (identified as Loan No. 9 on Annex A-1 to this prospectus supplement), representing approximately 3.26% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.13% of the aggregate principal balance of loan group 1 as of the cut-off date), and the Tinley Crossings-8151 W 183rd mortgage loan (identified as Loan No. 69 on Annex A-1 to this prospectus supplement), representing approximately 0.32% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 0.41% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged properties also secure one subordinate loan (with original principal balances of $4,000,000 and $180,000, respectively). See "Description of the Mortgage Pool--The One Main Place Mortgage Loan and the Tinley Crossings-8151 W 183rd Mortgage Loan" in this prospectus supplement. S-37 The One Main Place mortgage loan and the Tinley Crossings-8151 W 183rd mortgage loan and the related subordinate loans will be serviced and administered pursuant to the pooling and servicing agreement, except as described in "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the Mezz Cap B Notes" in this prospectus supplement. In addition, the holder of each subordinate loan may have the right to advise and direct the master servicer and/or the special servicer with respect to various servicing matters affecting the related mortgage loan. See "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the Mezz Cap B Notes" in this prospectus supplement. ADDITIONAL ASPECTS OF CERTIFICATES Denominations................ The offered certificates (other than the Class X-P certificates) will be offered in minimum denominations of $10,000 initial principal amount. The Class X-P certificates will be offered in minimum denominations of $1,000,000 initial notional amount. Investments in excess of the minimum denominations may be made in multiples of $1. Registration, Clearance and Settlement.................. Each class of offered certificates will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, or DTC. You may hold your offered certificates through: (1) DTC in the United States; or (2) Clearstream Banking, societe anonyme or the Euroclear System in Europe. Transfers within DTC, Clearstream Banking, societe anonyme or The Euroclear System will be made in accordance with the usual rules and operating procedures of those systems. All or any portion of the certificates offered to you may be converted to definitive certificates and reissued to beneficial owners or their nominees, rather than to The Depository Trust Company or its nominee, if we notify The Depository Trust Company of our intent to terminate the book-entry system and, upon receipt of notice of such intent from The Depository Trust Company, the participants holding beneficial interests in the certificates agree to initiate such termination. See "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in this prospectus supplement and in the prospectus. Information Available to Certificateholders.......... On each distribution date, the trustee will prepare and make available to each certificateholder of record, initially expected to be Cede & Co., a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders of record may be entitled to certain other information regarding the trust. S-38 See "Description of the Certificates--Reports to Certificateholders; Certain Available Information" in this prospectus supplement. Deal Information/Analytics... Certain information concerning the mortgage loans and the offered certificates will be available to you through the following services: o Bloomberg, L.P. o the trustee's website at www.etrustee.net. Optional Termination......... On any distribution date on which the aggregate principal balance of the pool of mortgage loans remaining in the trust is less than 1% of the aggregate 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. The trust could also be terminated in connection with an exchange of all the then outstanding certificates (other than the Class S, Class R and Class LR certificates), including the Class X-C and Class X-P (provided, however, that the Class A-1 through Class J certificates are no longer outstanding), for the mortgage loans remaining in the trust, but all of the holders of such classes of certificates would have to voluntarily participate in such exchange. See "Description of the Certificates--Termination; Retirement of Certificates" in this prospectus supplement and "Description of the Certificates--Termination" in the prospectus. Tax Status................... Elections will be made to treat designated portions of the trust (exclusive of the Class A-3FL regular interest, the swap contract, the floating rate account and interest that is deferred after the anticipated prepayment date on the mortgage loans that have anticipated prepayment dates and the related distribution account for this deferred interest) as two separate REMICs -- a Lower-Tier REMIC and an Upper-Tier REMIC -- for federal income tax purposes. The portion of the trust representing the deferred interest described above will be treated as a grantor trust for federal income tax purposes. The grantor trust will also hold the Class A-3FL regular interest, the swap contract and the floating rate account, and the Class A-3FL certificates will represent an undivided beneficial interest in those assets. In the opinion of counsel, the portions of the trust referred to above will qualify for this treatment. Pertinent federal income tax consequences of an investment in the offered certificates include: o Each class of offered certificates (other than the Class A-3FL certificates) (and the Class X-C, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q certificates) and the Class A-3FL regular interest will represent "regular interests" in the Upper-Tier REMIC. S-39 o The Class A-3FL certificates will represent an undivided interest in a portion of the trust fund which is treated as a grantor trust for federal income tax purposes, which portion includes the Class A-3FL regular interest, the floating rate account and the beneficial interest of such class in the swap contract. o The offered certificates will be treated as newly originated debt instruments for federal income tax purposes. o You will be required to report income on the regular interests represented by your certificates using the accrual method of accounting. o It is anticipated that the offered certificates, other than the Class X-P and Class A-3FL certificates, and the Class A-3FL regular interest will be issued at a premium and that the Class X-P certificates will be issued with original issue discount. See "Certain Federal Income Tax Consequences" in this prospectus supplement and in the accompanying prospectus. ERISA Considerations......... Subject to important considerations described under "ERISA Considerations" in this prospectus supplement and "Certain ERISA Considerations" in the accompanying prospectus, the offered certificates are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts. In particular, fiduciaries of plans contemplating the purchase of the Class A-3FL certificates should review the additional requirements for purchases of Class A-3FL certificates by plans, as discussed under "Certain ERISA Considerations" in this prospectus supplement. Legal Investment............. The offered certificates will not constitute "mortgage related securities" within the meaning 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. Ratings...................... The offered certificates will not be issued unless each of the offered classes receives the following ratings from Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch, Inc.: S-40 <TABLE> S&P FITCH ----- ------- Class A-1 ............ AAA AAA Class A-2 ............ AAA AAA Class A-3FX .......... AAA AAA Class A-3FL .......... AAA AAA Class A-4 ............ AAA AAA Class A-5 ............ AAA AAA Class A-6 ............ AAA AAA Class A-AB ........... AAA AAA Class A-7A ........... AAA AAA Class A-7B ........... AAA AAA Class A-1A ........... AAA AAA Class X-P ............ AAA AAA Class A-J ............ AAA AAA Class B .............. AA+ AA+ Class C .............. AA AA Class D .............. AA- AA- Class E .............. A A </TABLE> A rating agency may downgrade, qualify or withdraw a security rating at any time. A rating agency not requested to rate the offered certificates may nonetheless issue a rating and, if one does, it may be lower than those stated above. The security ratings do not address the frequency of prepayments (whether voluntary or involuntary) of mortgage loans, the degree to which prepayments might differ from those originally anticipated, the likelihood of collection of excess interest, default interest or yield maintenance charges, or the tax treatment of the certificates. With respect to the Class A-3FL certificates, Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch, Inc. are only rating the receipt of interest up to the fixed per annum rate applicable to the Class A-3FL regular interest. The ratings of the Class A-3FL certificates do not represent any assessment as to whether the floating interest rate on such certificates will convert to a fixed rate. These ratings do not constitute a rating with respect to the likelihood of the receipt of payments to be made by the applicable swap counterparty or any interest rate reductions or increases contemplated in this prospectus supplement. The ratings of Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., do not address any shortfalls or delays in payment that investors in the Class A-3FL certificates may experience as a result of the conversion of the pass-through rate on the Class A-3FL certificates from a floating interest rate to a fixed rate. Additionally, Fitch, Inc.'s rating of the floating rate certificates do not address any costs associated with a floating rate swap. See "Yield and Maturity Considerations," "Risk Factors" and "Ratings" in this prospectus supplement and "Rating" and "Yield and Maturity Considerations" in the prospectus. See "Ratings" in this prospectus supplement and "Rating" in the prospectus for a discussion of the basis upon which ratings are given and the conclusions that may not be drawn from a rating. S-41 RISK FACTORS You should carefully consider the following risks before making an investment decision. In particular, distributions on your certificates will depend on payments received on and other recoveries with respect to the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties. The risks and uncertainties described below (in addition to those risks described in the prospectus under "Risk Factors") are not the only ones relating to your certificates. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment. If any of the following risks actually occur, your investment could be materially and adversely affected. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus supplement. GEOGRAPHIC CONCENTRATION ENTAILS RISKS Mortgaged properties located in California, New York, Texas, Illinois, Florida and Virginia represent approximately 19.27%, 17.98%, 10.64%, 7.83%, 7.50% and 5.75%, respectively, by allocated loan amounts, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. Concentrations of mortgaged properties in geographic areas may increase the risk that adverse economic or other developments or natural or man-made disasters affecting a particular region of the country could increase the frequency and severity of losses on mortgage loans secured by those properties. In recent periods, several regions of the United States have experienced significant real estate downturns. Regional economic declines or conditions in regional real estate markets could adversely affect the income from, and market value of, the mortgaged properties. Other regional factors--e.g., earthquakes, floods, hurricanes, changes in governmental rules or fiscal policies or terrorist acts--also may adversely affect the mortgaged properties. For example, mortgaged properties located in California may be more susceptible to certain hazards (such as earthquakes, landslides or widespread fires) than properties in other parts of the country. RISKS RELATING TO LOAN CONCENTRATIONS The effect of mortgage pool loan losses or losses relating to a particular loan group will be more severe if the losses relate to loans that account for a disproportionately large percentage of the pool's aggregate principal balance. In this regard: o The largest mortgage loan represents approximately 7.09% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date and approximately 8.98% of the aggregate principal balance of loan group 1 as of the cut-off date. o The five largest mortgage loans or group of cross-collateralized mortgage loans represent, in the aggregate, approximately 26.38% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, approximately 28.01% of the aggregate principal balance of loan group 1 as of the cut-off date and approximately 20.23% of the aggregate principal balance of loan group 2 as of the cut-off date. o The ten largest mortgage loans or group of cross-collateralized mortgage loans represent, in the aggregate, approximately 43.22% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, approximately 49.34% of the aggregate principal balance of loan group 1 as of the cut-off date and approximately 20.23% of the aggregate principal balance of loan group 2 as of the cut-off date. Each of the other mortgage loans or group of cross-collateralized mortgage loans not described above represent, in the aggregate, less than approximately 2.37% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. A concentration of mortgaged property types also can pose increased risks. In that regard, the following table lists the property type concentrations of the pool of mortgage loans as of the cut-off date: S-42 PROPERTY TYPE CONCENTRATIONS(1)(2) <TABLE> AGGREGATE NUMBER OF PRINCIPAL BALANCE % OF % OF % OF MORTGAGED OF THE MORTGAGE INITIAL POOL INITIAL LOAN INITIAL LOAN PROPERTY TYPE PROPERTIES LOANS BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - -------------------------------- ------------ ------------------- -------------- ----------------- ---------------- Office ......................... 26 $ 938,458,447 44.35% 56.16% 0.00% Multifamily .................... 54 511,868,969 24.19 4.00 100.00 Multifamily ................... 36 429,007,659 20.27 0.00 96.41 Manufactured Housing .......... 18 82,861,310 3.92 4.00 3.59 Retail(3) ...................... 36 383,259,799 18.11 22.93 0.00 Hotel .......................... 6 130,989,844 6.19 7.84 0.00 Self Storage ................... 22 73,425,496 3.47 4.39 0.00 Industrial ..................... 5 46,867,459 2.21 2.80 0.00 Mixed Use(4) ................... 2 31,241,244 1.48 1.87 0.00 -- -------------- ------ ------ ------ TOTAL/WEIGHTED AVERAGE ......... 151 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> - ---------- (1) Because this table presents 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 properties by the appraised values of the mortgaged properties if not otherwise specified in the related loan agreement). (2) The pool of mortgage loans includes 10 multi-property mortgage loans (identified as Loan Nos. 2, 6, 15, 18, 22, 32, 42, 71, 87 and 115 on Annex A-1 to this prospectus supplement), representing approximately 15.90% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include nine mortgage loans in loan group 1, or approximately 18.51% of the aggregate principal balance of such loan group as of the cut-off date, and one mortgage loan in loan group 2, or approximately 6.09% of the aggregate principal balance of such loan group as of the cut-off date). Each such loan (or portion thereof included as a mortgage loan in the trust) is evidenced by a single note. (3) With respect to 28 of such mortgaged properties, representing approximately 15.20% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are secured by retail properties that are considered by the applicable mortgage loan seller to be "anchored" or "shadow anchored" (or approximately 19.25% of the aggregate principal balance of loan group 1 as of the cut-off date). (4) Includes retail, office and self storage. A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. In particular, the mortgage loans in loan group 1 are secured primarily by properties other than multifamily and manufactured housing community properties and the mortgage loans in loan group 2 are secured primarily by multifamily and manufactured housing community properties. Because principal distributions on the Class A-1A certificates are generally received from collections on the mortgage loans in loan group 2, an adverse event with respect to multifamily or manufactured housing community properties would have a substantially greater impact on the Class A-1A certificates than if such class received principal distributions from other property types as well. However, on and after any distribution date on which the certificate principal balances of the Class A-J through Q certificates have been reduced to zero, the Class A-1A certificates will receive principal distributions from the collections on the pool of mortgage loans, pro rata, with the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB and Class A-7 certificates and the Class A-3FL regular interest. Principal distributions made to the Class A-7 certificates will be allocated first to the Class A-7A Certificates and then to the Class A-7B certificates. MORTGAGE LOANS WITH RELATED BORROWERS Certain groups of non-cross collateralized mortgage loans have borrowers related to each other. The largest of these groups (identified as Loan Nos. 10 and 34 on Annex A-1 to this prospectus supplement) represents approximately 3.54% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (both of which mortgage loans are in loan group 1, or approximately 4.48% of the aggregate principal balance of such loan group as of the cut-off date). S-43 Mortgaged properties owned by related borrowers are likely to: o have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans; and o have common general partners, which could increase the risk that a financial failure or bankruptcy filing would have a greater impact on the pool of mortgage loans. MORTGAGE LOANS SECURED BY MULTIPLE MORTGAGED PROPERTIES Ten mortgage loans, representing approximately 15.90% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include nine mortgage loans in loan group 1, or approximately 18.51% of the aggregate principal balance of such loan group as of the cut-off date, and one mortgage loan in loan group 2, or approximately 6.09% of the aggregate principal balance of such loan group as of the cut-off date), are secured by more than one mortgaged property. See "Description of the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus supplement. Mortgage loans secured by more than one mortgaged property in a jurisdiction with "one action" or similar rules may have security arrangements that are difficult to enforce (as a practical matter). In addition, with respect to any mortgage loan secured by multiple mortgaged properties in more than one jurisdiction, it may be necessary upon a default thereof to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of each mortgaged property is not impaired or released. BORROWER ORGANIZATION CONSIDERATIONS The terms of the mortgage loans generally require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers have previously owned property other than the related mortgaged property or may not otherwise be required to observe all covenants and conditions which typically are required in order for them to be viewed under standard rating agency criteria as "special purpose entities." In general, the borrowers' organizational documents or the terms of the mortgage loan documents 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 borrower's financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements or that circumstances would arise if the borrower were not to observe the required covenants will not impact the borrower or the related mortgaged property. In addition, many of the borrowers and their owners do not have an independent director whose consent would be required to file a voluntary bankruptcy petition on behalf of such borrower. One of the purposes of an independent director is to avoid a bankruptcy petition filing which is intended solely to benefit an affiliate of the borrower and is not justified by the borrower's own economic circumstances. Borrowers (and any special purpose entity having an interest in any such borrowers) that do not have an independent director may be more likely to file a voluntary bankruptcy petition and therefore less likely to repay the related mortgage loan. The bankruptcy of a borrower, or the general partner or the managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus. CROSS-COLLATERALIZED MORTGAGE LOANS OR MORTGAGE LOANS TO CO-BORROWERS SECURED BY MULTIPLE MORTGAGED PROPERTIES ENTAIL RISKS Three mortgage loans (identified as Loan Nos. 2, 18 and 32 on Annex A-1 to this prospectus supplement), representing approximately 8.10% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date and approximately 8.63% of the aggregate principal balance of loan group 1 as of the cut-off date and 6.09% of the aggregate principal balance of loan group 2 as of the cut-off date are secured by multiple mortgaged properties and were made to co-borrowers. Cross-collateralization arrangements involving more than one borrower could be challenged as a fraudulent conveyance by creditors of a borrower or by the representative of the bankruptcy estate of a S-44 borrower if a borrower were to become a debtor in a bankruptcy case. Generally, under federal and most 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: o was insolvent or was rendered insolvent by such obligation or transfer, o was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person was unreasonably small capital, or o intended to, or believed that it would, incur debts that would be beyond the person's ability to pay as such debts matured. Accordingly, a lien granted by a borrower to secure repayment of another borrower's mortgage loan could be avoided if a court were to determine that: o such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, or was left with unreasonably small capital, or was not able to pay its debts as they matured, and o the borrower did not, when it allowed its mortgaged property to be encumbered by a lien securing the entire indebtedness represented by the other mortgage loan, receive fair consideration or reasonably equivalent value for pledging such mortgaged property for the equal benefit of the other borrower. If the lien is avoided, the lender would lose the benefits afforded by such lien. In addition, the lender could experience delay in exercising remedies with respect to cross-collateralized loan groups involving properties located in more than one state or jurisdiction. ABILITY TO INCUR OTHER BORROWINGS ENTAILS RISK The mortgage loans generally prohibit the borrower from incurring any additional debt secured by the mortgaged property without the consent of the lender. Generally, none of the depositor, the mortgage loan sellers, the underwriters, the master servicer, the special servicer, the trustee or the fiscal agent have made any investigations, searches or inquiries to determine the existence or status of any subordinate secured financing with respect to any of the mortgaged properties at any time following origination of the related mortgage loan. However, the mortgage loan sellers have informed us that they are aware of the actual or potential additional indebtedness secured by a mortgaged property with respect to the mortgage loans described under "Description of the Mortgage Pool-General." All of the mortgage loans either prohibit future unsecured subordinated debt, or require lender's consent in connection therewith. However, substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related mortgaged property. Moreover, in general, any borrower that does not meet single-purpose entity criteria may not be restricted from incurring unsecured debt. The applicable mortgage loan sellers have informed us that they are aware of the actual or potential unsecured indebtedness with respect to the mortgage loans described under "Description of the Mortgage Pool-General." Additionally, although the mortgage loans generally restrict the transfer or pledging of general partnership and managing member equity 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 less than a certain specified portion of the limited partnership or non-managing membership equity interests in a borrower. Moreover, in general, the parent entity of any borrower that does not meet single purpose entity criteria may not be restricted in any way from incurring mezzanine or other debt not secured by the related mortgaged property. The mortgage loan sellers have informed us that they are aware of the actual or potential mezzanine debt with respect to the mortgage loans described under "Description of the Mortgage Pool-General." When a mortgage loan borrower (or its constituent members) also has one or more other outstanding loans (even if they are subordinated loans), the trust is subjected to additional risk. The borrower may have S-45 difficulty servicing and repaying multiple loans. The existence of another loan will generally also make it more difficult for the borrower to obtain refinancing of the mortgage loan and may thereby jeopardize repayment of the mortgage loan. Moreover, the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property. Additionally, if the borrower (or its constituent members) defaults on 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. In some cases, in the event equity in a borrower is pledged to secure a mezzanine loan, the related mezzanine lender generally has the option to purchase the mortgage loan from the trust if (i) an acceleration of the mortgage loan has occurred, (ii) certain enforcement actions, such as a foreclosure, have been commenced or (iii) the mortgage loan becomes a specially serviced mortgage loan. The purchase price must generally be at least equal to the outstanding principal balance of the mortgage loan together with accrued and unpaid interest thereon, liquidation fee, and other amounts due on the mortgage loan, but in most cases, excluding any yield maintenance charge, prepayment premium, default interest or other fees that would have otherwise been payable by the borrower. The related mezzanine lender may also have the right to receive notice from the mortgagee of any borrower default and the right to cure that default for a period of time after the borrower's initial cure period. Before the lapse of a mezzanine lender's cure period, neither the master servicer nor the special servicer may foreclose on the related mortgaged property or exercise any other remedies with respect to the mortgaged property. While a mezzanine lender has no security interest in or rights to the related mortgaged property, a default under a mezzanine loan could cause a change in control of the related borrower. With respect to these mortgage loans, the relative rights of the mortgagee and the related mezzanine lender are set forth in an intercreditor agreement, which generally provides that the rights of the mezzanine lender (including the right to payment) are subordinate to the rights of the mortgage loan lender against the mortgage loan borrower and the mortgaged property. The mezzanine debt holder may be or may become an affiliate of the borrower. Therefore the interests of the mezzanine debt holder may conflict with the interests of certificateholders. The existence of mezzanine indebtedness may result in reduced cash flow to the related borrowers, which in turn may result in deferral of expenditures for property maintenance and/or increase the likelihood of a borrower bankruptcy. In a bankruptcy proceeding, the trust would face certain limitations and the holders of the mezzanine indebtedness would likely contest any attempt to foreclose on the related property or properties. See "Description of the Mortgage Pool--General" in this prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the prospectus. BORROWER MAY BE UNABLE TO REPAY REMAINING PRINCIPAL BALANCE ON MATURITY DATE OR ANTICIPATED PREPAYMENT DATE Most of the mortgage loans are expected to have all of their principal balances or substantial remaining principal balances outstanding as of their respective stated maturity date, thus requiring a balloon payment on their stated maturity date. In addition, (a) 53 of the mortgage loans, representing approximately 29.77% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include 40 mortgage loans in loan group 1, or approximately 32.87% of the aggregate principal balance of such loan group as of the cut-off date, and 13 mortgage loans in loan group 2, or approximately 18.12% of the aggregate principal balance of such loan group as of the cut-off date), pay interest only for the first 12 to 84 months of their respective terms, and (b) 23 mortgage loans, representing approximately 41.53% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include 13 mortgage loans in loan group 1, or approximately 38.23% of the aggregate principal balance of such loan group as of the cut-off date, and 10 mortgage loans S-46 in loan group 2, or approximately 53.93% of the aggregate principal balance of such loan group as of the cut-off date), pay interest only for their entire terms. In addition, 16 mortgage loans, representing approximately 30.22% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include 10 mortgage loans in loan group 1, or approximately 29.26% of the aggregate principal balance of such loan group as of the cut-off date, and six mortgage loans in loan group 2, or approximately 33.83% of the aggregate principal balance of such loan group as of the cut-off date), have a stated maturity date of less than 84 months, which in certain cases includes interest only payment periods. One hundred twelve mortgage loans, representing approximately 59.29% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include 82 mortgage loans in loan group 1, or approximately 58.43% of the aggregate principal balance of such loan group as of the cut-off date, and 30 mortgage loans in loan group 2, or approximately 62.53% of the aggregate principal balance of such loan group as of the cut-off date), have a maturity date in the year 2015. Mortgage loans with substantial remaining principal balances at their stated maturity involve greater risk than fully amortizing loans. This risk is greater because the borrower may be unable to repay the mortgage loan at that time due to the inability to refinance such mortgage loan. This risk to investors is magnified when a substantial portion of the pool matures in the same year. A borrower's ability to repay a mortgage loan on its stated maturity date or anticipated prepayment date typically will depend upon its ability either to refinance the mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment. A borrower's ability to achieve either of these goals will be affected by a number of factors, including: o the availability of, and competition for, credit for commercial real estate projects; o the prevailing interest rates; o the fair market value of the related properties; o the borrower's equity in the related properties; o the borrower's financial condition; o the operating history and occupancy level of the property; o reductions in government assistance/rent subsidy programs; o the tax laws; and o the prevailing general and regional economic conditions. The availability of funds in the credit markets fluctuates over time. We cannot assure you that each borrower will have the ability to repay the remaining principal balances on the pertinent date. See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans" in this prospectus supplement and "Risk Factors--Borrowers May Be Unable to Make Balloon Payments" in the prospectus. COMMERCIAL, MULTIFAMILY AND MANUFACTURED HOUSING COMMUNITY LENDING IS DEPENDENT UPON NET OPERATING INCOME The mortgage loans are secured by various income-producing commercial, multifamily and/or manufactured housing community properties. Commercial, multifamily and manufactured housing community lending are generally thought to expose a lender to greater risk than residential one-to-four family lending because they typically involve larger loans to a single borrower or groups of related borrowers. The repayment of a commercial, multifamily or manufactured housing community loan is typically dependent upon the ability of the applicable property to produce cash flow through the collection of rents. S-47 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 mortgage loan at any given time. The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the properties themselves, such as: o the adequacy of the property's management and maintenance; o the age, design and construction quality of the properties; o management's ability to convert an unsuccessful property to an alternate use; o perceptions regarding the safety, convenience and attractiveness of the properties; o the proximity and attractiveness of competing properties; o new construction of competing properties in the same market; o increases in operating expenses, including, but not limited to, insurance premium increases; o dependence on tenant(s) in a particular business or industry; o an increase in the capital expenditures needed to maintain the properties or make improvements; o a decline in the financial condition of a major tenant; o rent control or rent stabilization laws; o an increase in vacancy rates; and o a decline in rental rates as leases are renewed or entered into with new tenants. Other factors are more general in nature, such as: o national, regional or local economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates; o local real estate conditions, such as an oversupply of retail space, office space or multifamily housing; o demographic factors; o consumer confidence; o consumer tastes and preferences; and o retroactive changes in building codes. The volatility of net operating income will be influenced by many of the foregoing factors, as well as by: o the length of tenant leases; o the creditworthiness of tenants; o in the case of rental properties, the rate at which new rentals occur; and o the property's "operating leverage" which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants. A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with short-term revenue sources, such as short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults. TENANT CONCENTRATION ENTAILS RISK A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is leased to a single tenant or if any tenant represents a significant portion of the rental income. S-48 Mortgaged properties leased to a single tenant or a tenant that represents a significant portion of the rental income also are more susceptible to interruptions of cash flow if such tenant fails to renew its lease, if such tenant exercises an early termination option, if such tenant goes into bankruptcy or if such tenant were to close or, in certain circumstances, fail to open. See "--Retail Properties Have Special Risks" below. Under such circumstances the financial effect of the absence of rental income may be severe; more time may be required to re-lease the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants. This interruption of rent payments under the lease may cause there to be insufficient funds available for the borrower to pay debt service on the related mortgage loan. Eleven mortgaged properties, securing mortgage loans representing approximately 9.58% of the aggregate principal balance (based on allocated loan amount) of the pool of mortgage loans as of the cut-off date (or approximately 12.14% of the aggregate principal balance of loan group 1 as of the cut-off date), are leased to a single tenant. Except with respect to two mortgaged properties, representing approximately 0.54% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 0.69% of the aggregate principal balance of loan group 1 as of the cut-off date), all of the leases for each of these single tenants extend beyond the stated maturity date of the related mortgage loans. See Annex A-1 for tenant lease expiration dates for the three largest tenants at each mortgaged property. However, certain other of these single or significant tenants may have lease termination options prior to the related lease expiration dates. The underwriting of the single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease of the related mortgaged property, and where the primary lease term expires before the scheduled maturity date of the related mortgage loan, the mortgage loan sellers may have considered the incentives for the primary tenant to re-lease the premises and the anticipated rental value of the premises at the end of the primary lease term. In addition, the loan underwriting for certain of the single-tenant mortgage loans may have taken into account the creditworthiness of the tenants under the applicable leases. Accordingly, such single-tenant mortgage loans may have higher loan-to-value ratios and lower debt-service-coverage ratios than other types of mortgage loans. Retail and office properties also may be adversely affected if there is a concentration of particular tenants among the mortgaged properties or of tenants in a particular business or industry. In this regard, see "--Retail Properties Have Special Risks" and "--Office Properties Have Special Risks" below. CERTAIN ADDITIONAL RISKS RELATING TO TENANTS The income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if: o space in the mortgaged properties could not be leased or re-leased; o tenants were unable to meet their lease obligations; o a significant tenant were to become a debtor in a bankruptcy case; or o rental payments could not be collected for any other reason. Repayment of the mortgage loans secured by retail, office and industrial properties will be affected by the expiration of leases and the ability of the respective borrowers to renew the leases or re-let the space on comparable terms. In this regard, the three largest tenants and their respective lease expiration dates for retail, office, and industrial properties are set forth on Annex A-1 to this prospectus supplement. Certain of the tenants have lease expiration dates that occur prior to the loan maturity date. Certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have the right to cancel their leases at any time or for lack of appropriations. Certain of the mortgaged properties may have tenants affiliated with the related borrower. Additionally, mortgage loans may have concentrations of leases expiring at varying rates in varying percentages prior to the related maturity date and in some situations, all of the leases at a mortgaged property may expire prior to the related maturity date. Even if vacated space is successfully re-let, the costs associated with re-letting, including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the S-49 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 re-letting the property. Additionally, in certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions (provisions requiring the tenant to recognize a successor owner following foreclosure as landlord under the lease), the leases may terminate at tenant's option 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. Additionally, with respect to certain of the mortgage loans, the related borrower has given to certain tenants a right of first refusal in the event a sale is contemplated or purchase option to purchase all or a portion of the mortgaged property. Such provisions, if not waived, may impede the mortgagee's ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure bid price. Certain of the mortgaged properties may have tenants that are related to or affiliated with a borrower. In such cases a default by the borrower may coincide with a default by the affiliated tenants. Additionally, even if the property becomes REO, it is possible that an affiliate of the borrower may remain as a tenant. MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for debt service payments. Multi-tenanted mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses. TENANT BANKRUPTCY ENTAILS RISKS Certain of the tenants at some of the mortgaged properties may have been, may currently be or may in the future become a party in a bankruptcy proceeding. The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, office and industrial properties may adversely affect the income produced by a mortgaged property. Under the federal bankruptcy code a tenant has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, the landlord's claim for breach of the lease would be a general unsecured claim against the tenant (absent collateral securing the claim). The claim would be limited to the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) which are unrelated to the rejection, plus the greater of one year's rent or 15% of the remaining reserved rent (but not more than three years' rent). TENANT-IN-COMMON BORROWERS OWN SOME OF THE MORTGAGED PROPERTIES With respect to nine mortgage loans (identified as Loan Nos. 20, 26, 28, 37, 38, 46, 51, 57 and 98 on Annex A-1 to this prospectus supplement) representing approximately 5.68% of the principal balance of the pool of mortgage loans as of the cut-off date (which include seven mortgage loans in loan group 1, or approximately 4.83% of the aggregate principal balance of such loan group as of the cut-off date and two mortgage loans in loan group 2, or approximately 8.87% of the aggregate principal balance of such loan group as of the cut-off date), the borrower is comprised of two or more special purpose entities that own the related mortgaged properties as tenants-in-common. In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition), 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 borrower proportionally. To reduce the likelihood of a partition action, each tenant-in-common has waived its partition right, or the attempted exercise of such right of partition is an event of default, or a tenant-in-common borrower or its constituent owners will be personally liable for losses suffered by the lender as a result of the exercise of such right of partition. However, there can be no assurance that, if challenged, this waiver would be enforceable or that it would be enforced in a bankruptcy proceeding. S-50 Enforcement of remedies against tenant-in-common borrowers may be prolonged because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated. This risk can be mitigated if, after the commencement of the first such bankruptcy, a lender commences an involuntary proceeding against the other tenant-in-common borrowers and moves to consolidate all such cases. There can be no assurance that a court will consolidate all such cases. However, the mortgage loan documents for such loans generally provide that the portion of the loans attributable to each tenant-in-common interest that files for bankruptcy protection will become full recourse to the tenant-in-common borrower, and its owner or guarantor, if such tenant-in-common borrower files for bankruptcy, or the tenant-in-common borrower or its constituent owners will be personally liable for losses suffered by the lender as a result of such bankruptcy filing. Additionally, pursuant to the mortgage loan documents, the tenant-in-common borrowers may be permitted to transfer portions of their interests in the mortgaged property to numerous additional tenant-in-common borrowers. The related mortgage loan documents generally provide that: o a tenant-in-common borrower and its constituent owners will be personally liable for any losses suffered by the lender as a result of any action intended or reasonably likely to delay or prevent the lender from enforcing its remedies, and o the portion of the loan attributable to a tenant-in-common interest will become full recourse to the tenant-in-common borrower and its owner, or the tenant-in-common borrower or its constituent owners will be personally liable for losses suffered by the lender, if such tenant-in-common borrower (A) files for bankruptcy or (B) files any motion contesting an involuntary proceeding brought by the lender against such tenant-in-common. MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED The mortgage loans are generally not insured or guaranteed by any person or entity, governmental or otherwise. Generally, each mortgage loan is a nonrecourse loan, except with respect to liabilities resulting from certain matters such as fraud or misappropriation of funds or breach of environmental covenants. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the mortgage loan, subject to customary recourse carveouts. Even if a mortgage loan becomes recourse to the borrower, in most cases, the borrower's assets are limited to primarily its interest in the related mortgaged property. 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 mortgaged property. RISKS TO THE MORTGAGED PROPERTIES RELATING TO TERRORIST ATTACKS On September 11, 2001, the United States was subjected to multiple terrorist attacks, resulting in the loss of many lives and massive property damage and destruction in New York City, the Washington, D.C. area and Pennsylvania. It is possible that any further terrorist attacks could (i) lead to damage to one or more of the mortgaged properties, (ii) result in higher costs for insurance premiums or diminished availability of insurance coverage for losses related to terrorist attacks, particularly for large mortgaged properties, which could adversely affect the cash flow at such mortgaged properties or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue, retail traffic and percentage rent. In particular, the decrease in air travel may have a negative effect on certain of the mortgaged properties, including hotel mortgaged properties and those mortgaged properties in tourist areas, which could reduce the ability of such mortgaged properties to generate cash flow. These disruptions and uncertainties could materially and adversely affect the value of, and an investor's ability to resell, the certificates. See "--Risks Associated with the Absence of or Inadequacy of Insurance Coverage" below. RECENT DEVELOPMENTS MAY INCREASE THE RISK OF LOSS ON THE MORTGAGE LOANS The impact of international events involving the United States, such as the aftermath of the terrorist attacks of September 11, 2001 and the ongoing military action in Iraq, is uncertain. In addition, the S-51 government of the United States has stated that it is likely that future acts of terrorism may take place. It is impossible to predict the extent to which any such military operations or any future terrorist activities, either domestically or internationally, may affect the economy and investment trends within the United States and abroad. These disruptions and uncertainties could materially and adversely affect an investment in the certificates, including the ability of an investor to resell its certificates. These disruptions and uncertainties could materially and adversely affect the borrowers' abilities to make payments under the mortgage loans, the ability of each transaction party to perform their respective obligations under the transaction documents to which they are a party, the value of the certificates and the ability of an investor to resell the certificates. OFFICE PROPERTIES HAVE SPECIAL RISKS There are 26 office properties, securing approximately 44.35% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 56.16% of the aggregate principal balance of loan group 1 as of the cut-off date). A large number of factors may adversely affect the value of office properties, including: o the 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 failure of federal, state and local government-sponsored tenants to sustain relevant appropriations, resulting in such tenants terminating their leases; o a decline in the business of tenants, resulting in tenants ceasing operations, not renewing their leases or filing for bankruptcy; o the desirability of the area as a business location; and o the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees. Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of property for new tenants. See "--Risks Relating to Loan Concentrations" above. Technology, communications and internet start-up companies have experienced over the past several years a variety of factors that tend to make their businesses relatively volatile. Many of those companies have little or no operating history, their owners and management are often inexperienced and such companies may be heavily dependent on obtaining venture capital financing. In addition, technology, communications and internet start-up companies often require significant build-out related to special technology which may adversely affect the ability of the landlord to re-let the properties. The relative instability or failure of these tenants may have an adverse impact on certain of the properties. Included in the office properties referenced above is one medical office property (identified as Loan No. 80 on Annex A-1 to this prospectus supplement), which secures approximately 0.27% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 0.34% of the aggregate principal balance of loan group 1 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 HAVE SPECIAL RISKS There are 36 multifamily properties, securing approximately 20.27% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (all of which mortgaged properties are in loan group 2 S-52 securing approximately 96.41% of the aggregate principal balance of loan group 2 as of the cut-off date). A large number of factors may adversely affect the value and successful operation of a multifamily property, including: o the physical attributes of the apartment building, such as its age, appearance and construction quality; o local employers, including military bases and colleges, relocating, closing or going out of business; o the location of the property, which may become less desirable over time; o the ability of management to rent units and provide adequate maintenance and insurance; o the services and amenities at the property; o the property's reputation; o the level of mortgage interest rates and the strength of the single-family home market, either of which may encourage tenants to purchase rather than lease housing; o in the case of student housing facilities or apartment buildings with a significant number of student tenants, the reliance on the financial well-being of the college or university to which it relates, as well as physical layout of the housing, which may not be readily convertible to traditional multifamily use, wear and tear on the leased units, which may be greater than that experienced on units leased to non-students, the reliance on parental guarantees to support tenant creditworthiness, and the lack of long-term leases (included among the loans secured by properties that have significant student housing concentrations (identified as Loan Nos. 23, 27, 33, 43 and 44 on Annex A-1 to this prospectus supplement) representing approximately 3.45% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 16.39% of the aggregate principal balance of loan group 2 as of the cut-off date); o the presence of competing properties; o the tenant mix, particularly if the tenants are predominantly students, personnel from or workers related to or being heavily a local military base or workers from a particular business or industry; o local competitive conditions; o quality of management; o dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility; o adverse local or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels; o state and local regulations that may affect the building owner's ability to increase rent to market rent for an equivalent apartment; and o the length of the term of the lease. Certain jurisdictions 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 "Unfair and Deceptive Practices Acts" and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few jurisdictions offer more significant protection. For example, there are provisions that limit the basis 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. Certain of the mortgage loans may be secured now or in the future by mortgaged properties that are eligible for and have received low income housing tax credits pursuant to Section 42 of the Internal Revenue S-53 Code in respect of various units within such mortgaged properties 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 may be secured now or in the future by mortgaged properties that are subject to certain affordable housing covenants, in respect of various units within the mortgaged properties. MANUFACTURED HOUSING COMMUNITY PROPERTIES HAVE SPECIAL RISKS There are 18 manufactured housing community properties, securing approximately 3.92% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include 14 mortgaged properties securing approximately 4.00% of the aggregate principal balance of loan group 1 as of the cut-off date, and four mortgaged properties securing approximately 3.59% of the aggregate principal balance of loan group 2 as of the cut-off date). Loans secured by liens on manufactured housing community properties pose risks not associated with loans secured by liens on other types of income producing real estate. The successful operation of a manufactured housing community property may depend upon the number of other competing residential developments in the local market, such as: o other manufactured housing communities; o apartment buildings; and o single family homes. Other factors may also include: o the physical attributes of the manufactured housing community, including its age and appearance; o location of the manufactured housing community; o the ability of management to provide adequate maintenance and insurance; o the type of services or amenities it provides; o the availability of public water and sewer facilities, or the adequacy of any such privately-owned facilities; o the property's reputation; and o state and local regulations, including rent control and rent stabilization. The manufactured housing community properties are "special purpose" properties that could not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing community property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses. RETAIL PROPERTIES HAVE SPECIAL RISKS There are 36 retail properties, securing approximately 18.11% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 22.93% of the aggregate principal balance of loan group 1 as of the cut-off date). The quality and success of a retail property's tenants significantly affect the property's value. For example, if the sales revenues of retail tenants were to decline, rents tied to a percentage of gross sales revenues may decline and those tenants may be unable to pay their rent or other occupancy costs. S-54 The presence or absence of an "anchor tenant" in a shopping center also can be important because anchors play a key role in generating customer traffic and making a center desirable for other tenants. An anchor tenant is usually proportionately larger in size and is important in attracting customers to a retail property, whether or not it is part of the related mortgaged property. Twenty-eight of the mortgaged properties, securing approximately 15.20% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 19.25% of the aggregate principal balance of loan group 1 as of the cut-off date), are retail properties that are considered by the applicable mortgage loan seller to be "anchored" or "shadow anchored." Eight of the mortgaged properties, securing approximately 2.91% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 3.69% of the aggregate principal balance of loan group 1 as of the cut-off date), are retail properties that are considered by the applicable mortgage loan seller to be "unanchored." If anchor stores in a mortgaged property were to close or, in certain circumstances, fail to open, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. Certain tenants or anchor stores 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, other stores not being open for business at the mortgaged property or the subject store not meeting the minimum sales requirement under its lease. The leases for certain anchor stores may lack operating covenants requiring them to remain open. Further, economic conditions affecting the business of the anchor tenant at other locations may have an adverse impact on the anchor tenant's business at the related mortgaged property. We cannot assure you that such space will be occupied or that the related mortgaged property will not suffer adverse economic consequences. Retail properties also face competition from sources outside a given real estate market. For example, all of the following compete with more traditional retail properties for consumer dollars: factory outlet centers; discount shopping centers and price/shopping clubs; catalogue retailers; home shopping networks; internet web sites; and telemarketing. Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the pool of mortgage loans, as well as the income from, and market value of, the mortgaged properties. Moreover, additional competing retail properties may be built in the areas where the retail properties are located. In addition, various factors may affect the economic performance of retail properties, including: o local competitive conditions; o adverse changes in consumer spending; o quality of management; o need to make major improvements to satisfy tenants; and o a decline in the business of tenants, resulting in tenants ceasing operations, not renewing their leases, going dark or filing for bankruptcy. HOTEL PROPERTIES HAVE SPECIAL RISKS There are six hotel properties, securing approximately 6.19% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 7.84% of the aggregate principal balance of loan group 1 as of the cut-off date), that are considered full-service or limited-service. 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; S-55 o conversion to alternative uses which may not be readily made; o a deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel; o changes in travel patterns (including, for example, the decline in air travel following the terrorist attacks in New York City, Washington, D.C. and Pennsylvania) caused by changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors; o management ability of property managers; o desirability of particular locations; o location, quality and hotel management company affiliation which affect the economic performance of a hotel; o loss of franchise or management company; and o relative illiquidity of hotel investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions. 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 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 secured by hotels 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 trustee or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay which could be significant. There can be no assurance that a new license could be obtained promptly or at all. The lack of a liquor license 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. A mortgage loan secured by a hotel property may be affiliated with a franchise company through a franchise agreement or a hotel management company through a management agreement. The performance of a hotel property affiliated with a franchise or hotel management company depends in part on the continued existence and financial strength of the franchisor or hotel management company, and, with respect to a franchise company only, o the public perception of the franchise or hotel chain service mark; and o the duration of the franchise licensing agreement. Any provision in a franchise agreement providing for termination because of the bankruptcy of a franchisor generally will not be enforceable. Replacement franchises may require significantly higher fees. The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor's consent. SELF STORAGE PROPERTIES HAVE SPECIAL RISKS There are 22 self storage properties, securing approximately 3.47% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.39% of the aggregate principal balance of loan group 1 as of the cut-off date). 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 mortgaged properties becomes unprofitable due to: S-56 o decreased demand; o competition; o lack of proximity to apartment complexes or commercial users; o apartment tenants moving to single-family homes; o decline in services rendered, including security; o dependence on business activity ancillary to renting units; o age of improvements; or o other factors so that the borrower becomes unable 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 mortgaged property were readily adaptable to other uses. Tenants at self storage properties tend to require and receive privacy, anonymity and efficient access, each of which may heighten environmental and other risks related to such property as the borrower may be unaware of the contents in any self storage unit. No environmental assessment of a mortgaged property included an inspection of the contents of the self storage units included in the self storage mortgaged properties and there is no assurance that all of the units included in the self storage mortgaged properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future. Certain mortgage loans secured by self storage properties may be affiliated with a franchise company through a franchise agreement. The performance of a self storage property affiliated with a franchise company may be affected by the continued existence and financial strength of the franchisor, the public perception of service mark, and the duration of the franchise agreement. The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor's consent. INDUSTRIAL PROPERTIES HAVE SPECIAL RISKS There are five industrial properties, securing approximately 2.21% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 2.80% of the aggregate principal balance of loan group 1 as of the cut-off date). Significant factors determining the value of industrial properties are: o the quality of tenants; o building design and adaptability; and o the location of the property. Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties. Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (for example, a decline in defense spending), and a particular industrial or warehouse property that suited the needs of its original tenant may be difficult to re-let to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are generally desirable to a warehouse/industrial property include high, clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, minimum large truck turning radii and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels. S-57 PROPERTIES WITH CONDOMINIUM OWNERSHIP HAVE SPECIAL RISKS Three mortgage loans, representing approximately 0.96% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include one mortgage loan in loan group 1, or approximately 0.34% of the aggregate principal balance of loan group 1 as of the cut-off date includes and one mortgage loan in loan group 2, or approximately 3.27% of the aggregate principal balance of loan group 2 as of the cut-off date) are primarily secured by the related borrower's ownership interest in one or more condominium units. The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws. Generally, the consent of a majority of the board members is required for any actions of the condominium board. The condominium board is generally responsible for administration of the affairs of the condominium, including providing for maintenance and repair of common areas, adopting rules and regulations regarding common areas, and obtaining insurance and repairing and restoring the common areas of the property after a casualty. Notwithstanding the insurance and casualty provisions of the related mortgage loan documents, the condominium board may have the right to control the use of casualty proceeds. In addition, the condominium board generally has the right to assess individual unit owners for their share of expenses related to the operation and maintenance of the common elements. In the event that an owner of another unit fails to pay its allocated assessments, the related borrower may be required to pay such assessments in order to properly maintain and operate the common elements of the property. Although the condominium board generally may obtain a lien against any unit owner for common expenses that are not paid, such lien generally is extinguished if a mortgagee takes possession pursuant to a foreclosure. Each unit owner is responsible for maintenance of its respective unit and retains essential operational control over its unit. One mortgage loan (identified as Loan No. 62 on Annex A-1 to this prospectus supplement) representing 0.38% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 1.80% of the aggregate principal balance of loan group 2 as of the cut-off date), is secured by a condominium property in which the related borrower is the owner of 93 of 94 units, and has the requisite voting rights to control the association and the constituency of its board of directors. The unit that is not owned by the Borrower is used on a shared basis for recreational purposes, and, while shared use of that unit is not assured for the duration of the regime, alternative recreational areas are available. One mortgage loan (identified as Loan No. 70 on Annex A-1 to this prospectus supplement), representing 0.31% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 1.48% of the aggregate principal balance of loan group 2 as of the cut-off date), is secured by a condominium property in which the related borrower is the owner of all units, and the lender's consent is required for activation of the currently suspended condominium association. One mortgage loan (identified as Loan No. 80 on Annex A-1 to this prospectus supplement) representing 0.27% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 0.34% of the aggregate principal balance of loan group 1 as of the cut-off date), is secured by a stand-alone medical office building which constitutes 1 unit and 30% of the voting interests in the related condominium regime. The Borrower has responsibility for maintenance of its unit, and the Borrower's portion of related common area expenses has been included in the loan's underwriting. The Borrower has sufficient voting power to block amendments to the bylaws or declaration without the Borrower's consent, and loan covenants further require the lender's consent with respect to such matters. Due to the nature of condominiums and a borrower's ownership interest therein, a default on a loan secured by the borrower's interest in one or more condominium units may not allow the holder of the mortgage loan the same flexibility in realizing upon the underlying real property as is generally available with respect to properties that are not condominiums. The rights of any other unit owners, the governing documents of the owners' association and state and local laws applicable to condominiums must be considered and respected. Consequently, servicing and realizing upon such collateral could subject the trust to greater delay, expense and risk than servicing and realizing upon collateral for other loans that are not condominiums. S-58 LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAILS RISKS The successful operation of a real estate project depends upon the property manager's performance and viability. The property manager is responsible for: o responding to changes in the local market; o planning and implementing the rental structure; o operating the property and providing building services; o managing operating expenses; and o assuring that maintenance and capital improvements are carried out in a timely fashion. Properties such as hotels and self storage facilities, or other properties (including, in some cases, multifamily properties) deriving revenues primarily from short-term sources, such as short-term or month-to-month leases, are generally more management intensive than properties leased to creditworthy tenants under long-term leases. We make no representation or warranty as to the skills of any present or future managers. In many cases, the property manager is an affiliate of the borrower and may not manage properties for non-affiliates. Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements. 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. Converting commercial properties 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 "--Zoning Compliance and Use Restrictions" below. MORTGAGE LOANS SECURED BY LEASEHOLD INTERESTS MAY EXPOSE INVESTORS TO GREATER RISKS OF DEFAULT AND LOSS Five of the mortgaged properties (identified as Loan Nos. 6.1, 6.2, 6.3, 31 and 102 on Annex A-1 to this prospectus supplement), representing approximately 4.66% of the aggregate principal balance (by allocated loan amount, if applicable) of the pool of mortgage loans as of the cut-off date (or approximately 5.91% of the aggregate principal balance of loan group 1 as of the cut-off date), are secured by a lien on the related borrower's leasehold interest in the entire related mortgaged property, but not by the corresponding fee ownership interest in the property that is subject to the ground lease. Three of the mortgaged properties (identified as Loan Nos. 9, 13 and 82 on Annex A-1 to this prospectus supplement), representing approximately 5.59% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 7.07% of the aggregate principal balance of loan group 1 as of the cut-off date), are secured in part by a lien on a fee simple estate in a portion of the related real property, and in part by a lien on a leasehold estate in the remaining portion of the related real property. Because of the possible termination of the related ground lease, lending on a leasehold interest in a real property may be riskier than lending on a fee ownership interest in that property. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Risks" in the prospectus. LIMITATIONS OF APPRAISALS Appraisals were obtained with respect to each of the mortgaged properties at or about the time of the origination of the applicable mortgage loan. In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different S-59 conclusion than the conclusion that would be reached if a different appraiser were appraising that property. Moreover, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. That amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. We cannot assure you that the information set forth in this prospectus supplement regarding appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties. YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS You and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust. See "Servicing Under the Pooling and Servicing Agreement--General" in this prospectus supplement. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests. POTENTIAL CONFLICTS OF INTEREST Affiliates of the depositor, the mortgage loan sellers, the master servicer, the primary servicer or the special servicer may purchase a portion of the Series 2005-C3 certificates. This could cause a conflict between the master servicer's or the special servicer's respective duties to the trust under the pooling and servicing agreement and their respective interests as a holder of a certificate. In addition, the holder of certain of the non-offered certificates has the right to remove the special servicer and appoint a successor, which may be an affiliate of such holder. It is anticipated that the special servicer or an affiliate thereof may be the holder of such non-offered certificates. However, the pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by a servicer or any of their affiliates. See "Servicing Under the Pooling and Servicing Agreement--General" in this prospectus supplement. Additionally, any of those parties may, especially if it or an affiliate holds Series 2005-C3 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 those of holders of the offered certificates. For instance, if a special servicer or an affiliate holds Series 2005-C3 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 in order 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 Series 2005-C3 non-offered certificates. Additionally, the master servicer services and will, in the future, service, in the ordinary course of its business, existing and new loans for third parties, including portfolios of loans similar to the mortgage 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 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 or the special servicer. Additionally, certain of the mortgage loans included in the trust may have been refinancings of debt previously held by a mortgage loan seller or an affiliate of a mortgage loan seller and the mortgage loan sellers or their affiliates may 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. Each of the mortgage S-60 loan sellers and their affiliates have made and/or may make or have preferential rights to make loans to, or equity investments in, affiliates of the borrowers under the mortgage loans. The managers of the mortgaged properties and the borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties because: o a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers; o these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and o affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties. DIRECTING CERTIFICATEHOLDER MAY DIRECT SPECIAL SERVICER ACTIONS In connection with the servicing of the mortgage loans (other than the 125 West 55th Street mortgage loan and the Loews Universal Hotel Portfolio mortgage loan), the special servicer may, at the direction of the directing certificateholder, take or refrain from taking actions with respect to the mortgage loans that could adversely affect the holders of some or all of the classes of offered certificates. The directing certificateholder will be controlled by the controlling class certificateholders, which may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, it is possible that the directing certificateholder may direct the special servicer to take or refrain from taking actions which conflict with the interests of certain classes of the offered certificates and the directing certificateholder will have no liability to any certificateholder outside the controlling class for any action it takes or fails to take. However, the special servicer is not permitted to take actions which are prohibited by law or violate the terms of the pooling and servicing agreement (including the servicing standard) or the mortgage loan documents. See "Servicing Under the Pooling and Servicing Agreement--General" in this prospectus supplement. THE HOLDERS OF CERTAIN SUBORDINATE AND PARI PASSU DEBT MAY DIRECT ACTIONS OF THE SPECIAL SERVICER OR THE ACTIONS OF THE MASTER SERVICER AND SPECIAL SERVICER UNDER CERTAIN OTHER POOLING AND SERVICING AGREEMENTS The 1301 Fannin Mortgage Loan With respect to the 1301 Fannin mortgage loan (identified as Loan No. 8 on Annex A-1 to this prospectus supplement), representing approximately 3.34% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.23% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures one subordinate loan. Pursuant to the terms of the related intercreditor agreement, the holder of the related subordinate loan has certain consent rights with respect to certain actions relating to the related mortgage loan as described under "Servicing Under the Pooling and Servicing Agreement--Rights of the Holder of the 1301 Fannin B Note." The holder of the subordinate loan (or its designee) may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. No certificateholder may take any action against the holder of any related subordinate note for having acted solely in its own interest. The Oglethorpe Mall Mortgage Loan With respect to the Oglethorpe Mall mortgage loan (identified as Loan No. 7 on Annex A-1 to this prospectus supplement), representing approximately 3.54% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.48% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures one other pari passu loan. The Oglethorpe Mall mortgage loan and the related pari passu loan will be serviced under the pooling and servicing agreement. S-61 Any decision with respect to the Oglethorpe Mall mortgage loan that requires the approval of the directing certificateholder or otherwise requires approval under the related intercreditor agreement (including terminating the special servicer under the pooling and servicing agreement and appointing a successor special servicer) will require the approval of (i) the holders of a majority by principal balance of the Oglethorpe Mall mortgage loan and the related pari passu loan, or (ii) if such holders (or their designees) cannot agree on a course of action within 45 days, the Directing Certificateholder. No certificateholder may take any action against any holder of a pari passu loan (or its designee) for having acted solely in its respective interest. The holder of the other pari passu loan (or its respective designees) may have interests in conflict with, and their decisions may adversely affect, holders of the classes of certificates offered in this prospectus supplement. In addition, as of the cut-off date, the Oglethorpe Mall mortgage loan represents approximately 50% of the aggregate principal balance of the two pari passu loans secured by the related mortgaged property. As a result, any determinations made by the directing certificateholder will not necessarily be implemented and approvals to proposed actions of the master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of certificates offered in this prospectus supplement. The One Main Place Mortgage Loan and the Tinley Crossings-8151 W 183rd Mortgage Loan With respect to each of the One Main Place mortgage loan (identified as Loan No. 9 on Annex A-1 to this prospectus supplement), representing approximately 3.26% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.13% of the aggregate principal balance of loan group 1 as of the cut-off date), and the Tinley Crossings-8151 W 183rd mortgage loan (identified as Loan No. 69 on Annex A-1 to this prospectus supplement), representing approximately 0.32% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 0.41% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged properties also secure one subordinate loan. Pursuant to the terms of the related intercreditor agreements, the holder of the related subordinate loan has certain consent rights with respect to modifications of the related mortgage loan as described under "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the Mezz Cap B Notes." The holders of the subordinate loans (or their respective designees) may have interests in conflict with those of the certificateholders of the classes of offered certificates. As a result, approvals to proposed actions of the master servicer or the special servicer, as applicable, under the pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. No certificateholder may take any action against the holder of any related subordinate note for having acted solely in its own interest. The Loews Universal Hotel Portfolio Mortgage Loan With respect to the Loews Universal Hotel Portfolio mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement), which consists of one pari passu note), representing approximately 3.78% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 4.79% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures four other pari passu loans and two subordinate loans. The Loews Universal Hotel Portfolio mortgage loan and the related pari passu loans and subordinate loans will be serviced under the pooling and servicing agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. Prior to the occurrence of a change of control event described under "Servicing Under the Pooling and Servicing Agreements--Servicing of the Non-Serviced Mortgage Loans--Rights of the Holders of the Loews Universal Hotel Portfolio Whole Loan--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Senior Loans" in this prospectus supplement, the holder of more than 50%, by certificate balance, of the most subordinate class of Class UHP Certificates (as determined pursuant S-62 to the related pooling and servicing agreement) will have the right under certain circumstances to advise and direct the master servicer or special servicer, as applicable, under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement with respect to various servicing matters affecting the Loews Universal Hotel Portfolio mortgage loan and the related pari passu loans and subordinate loans and to approve various decisions affecting such loans. Such holders also generally have the right to terminate the special servicer under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement and to appoint a successor special servicer, except while such holders are affiliates of the related borrower. The holders of the subordinate loans (or their designee) may have interests in conflict with those of the holders of the certificates offered in this prospectus supplement. Following the occurrence of such change of control event, any decision with respect to the Loews Universal Hotel Portfolio mortgage loan that requires the approval of the majority certificateholder of the controlling class under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement or otherwise requires approval under the related intercreditor agreement (including terminating the special servicer under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement and appointing a successor special servicer) will require the approval of (i) the holders of a majority by principal balance of the Loews Universal Hotel Portfolio mortgage loan and the related pari passu loans, or (ii) if such holders (or their designees) cannot agree on a course of action within 45 days, the majority certificateholder of the controlling class appointed under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement. No certificateholder may take any action against any holder of a pari passu or subordinate loan (or its designee) for having acted solely in its respective interest. The holders of the subordinate loans and the four other pari passu loans (or their respective designees) may have interests in conflict with, and their decisions may adversely affect, holders of the classes of certificates offered in this prospectus supplement. In addition, as of the cut-off date, the note included in the Loews Universal Hotel Portfolio mortgage loan represents approximately 20% of the aggregate principal balance of the five pari passu senior notes secured by the related mortgaged property. As a result, any determinations made by the directing certificateholder will not necessarily be implemented and approvals to proposed actions of the master servicer or the special servicer, as applicable, under the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of certificates offered in this prospectus supplement. The 125 West 55th Street Mortgage Loan With respect to the 125 West 55th Street mortgage loan (identified as Loan No. 11 on Annex A-1 to this prospectus supplement), representing approximately 2.36% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 2.99% of the aggregate principal balance of loan group 1 as of the cut-off date), the related mortgaged property also secures three other pari passu loans. The 125 West 55th Street mortgage loan will be serviced under the pooling and servicing agreement relating to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates. Any decision with respect to the 125 West 55th Street mortgage loan which requires the approval of the controlling class representative under the GECMC 2005-C2 pooling and servicing agreement or otherwise requires approval under the related intercreditor agreement (including terminating the special servicer under the GECMC 2005-C2 pooling and servicing agreement and appointing a successor special servicer) will require the approval of (i) the holders of a majority by principal balance of such mortgage loan and the related pari passu loans, or (ii) if such holders (or their designees) cannot agree on a course of action within 45 days, the directing certificateholder appointed under the GECMC 2005-C2 pooling and servicing agreement. No certificateholder may take any action against any holder of a pari passu loan (or its designee) for having acted solely in its respective interest. The holder of the other pari passu loans (or their respective designees) may have interests in conflict with, and their decisions may adversely affect, holders of the S-63 classes of certificates offered in this prospectus supplement. In addition, as of the cut-off date, the 125 West 55th Street mortgage loan represents approximately 25% of the aggregate principal balance of such mortgage loan and the related pari passu loans. As a result, any determinations made by the directing certificateholder will not necessarily be implemented and approvals to proposed actions of the master servicer or the special servicer, as applicable, under the GECMC 2005-C2 pooling and servicing agreement may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of certificates offered in this prospectus supplement. BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action. With respect to any mortgage loan made to multiple borrowers, including cross-collateralized mortgage loans, this risk is increased because each borrower bankruptcy will reinstate the court stay. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the mortgaged property (subject to certain protections available to the lender). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property, which would make the lender a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) otherwise alter the mortgage loan's repayment schedule. Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower's trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy. Additionally, pursuant to subordination agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the event of the borrower's bankruptcy, a court will enforce such restrictions against a subordinated lender. In In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee's claim with respect to a Chapter 11 reorganization plan on the grounds that prebankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender's objections. Under federal bankruptcy law, the lender will be stayed from enforcing a borrower's assignment of rents and leases. Federal bankruptcy law also may interfere with the master servicer's or special servicer's ability to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses. 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. RISKS RELATING TO PREPAYMENTS AND REPURCHASES The yield to maturity on your certificates will depend, in significant part, upon the rate and timing of principal payments on the mortgage loans. For this purpose, principal payments include both voluntary S-64 prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults and liquidations or repurchases upon breaches of representations and warranties. We make no representations as to the actual rate of payments of principal on the mortgage loans. In particular, because the notional amount of the Class X-P certificates is based upon all or a portion of certain of the outstanding certificate balance of the certificates, the yield to maturity on the Class X-P certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses. Also, a rapid rate of principal prepayments, liquidations and/or principal losses could result in the failure to recoup the initial investment in the Class X-P certificates. The yield on any class of certificates whose pass-through rate is affected by the weighted average net mortgage interest rate could also be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates, since those classes bear interest at a rate limited by the weighted average net mortgage interest rate of the mortgage loans. The pass-through rates on such certificates may be limited by the weighted average of the net mortgage interest rates on the mortgage loans even if principal prepayments do not occur. In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A certificates and the Class A-3FL regular interest will generally be based upon the particular loan group in which the related mortgage loan is deemed to be included, the yield on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B certificates and the Class A-3FL regular interest as described under "Description of the Certificates--General" in this prospectus supplement will be particularly sensitive to prepayments on mortgage loans in loan group 1 and the yield on the Class A-1A certificates will be particularly sensitive to prepayments on mortgage loans in loan group 2. See "Yield and Maturity Considerations" in this prospectus supplement and in the accompanying prospectus. The investment performance of your certificates may vary materially and adversely from your expectations if the actual rate of prepayment on the mortgage loans is higher or lower than you anticipate. Any changes in the weighted average lives of your certificates may adversely affect your yield. Prepayments resulting in a shortening of weighted average lives of your certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates. Although the mortgage loans generally have prepayment protection in the form of lockout periods followed by defeasance provisions or yield maintenance provisions, we cannot assure you that the related borrowers will refrain from prepaying their mortgage loans due to the existence of yield maintenance charges or prepayment provisions or that involuntary prepayments will not occur. In addition certain mortgage loans permit partial prepayment during the related lockout period. See, for example, "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" 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 lock-out period; o the level of prevailing interest rates; o the availability of mortgage credit; o the applicable yield maintenance charges; o the master servicer's or special servicer's ability to enforce those charges or premiums; S-65 o the failure to meet certain requirements for the release of escrows; o the occurrence of casualties or natural disasters; and o economic, demographic, tax, legal or other factors. A casualty or condemnation may cause a prepayment of all or a portion of the loan balance. The mortgage loans generally do not require a yield maintenance charge for prepayments in connection with a casualty or condemnation unless, in the case of certain of the mortgage loans, an event of default has occurred and is continuing. Certain shortfalls in interest as a result of involuntary prepayments may reduce the available distribution amount. In addition, if a mortgage loan seller repurchases any mortgage loan from the trust due to a breach of one or more of the representations or warranties or as a result of a document defect in the related mortgage file, or if a mezzanine lender or holder of a subordinate loan exercises an option to purchase the related mortgage loan under the circumstances set forth in the related mezzanine loan documents or intercreditor agreement, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or prepayment penalty would be payable. Such repurchase or early prepayment may adversely affect the yield to maturity on your certificates. See "--Ability to Incur Other Debt Entails Risk" and "Servicing Under the Pooling and Servicing Agreement--Servicing of the Non-Serviced Mortgage Loans--The Loews Universal Hotel Portfolio Whole Loan--Purchase Option" in this prospectus supplement. With respect to the One Main Place mortgage loan and the Tinley Crossings-8151 W 183rd mortgage loan, the related mortgaged property also secures subordinate mortgage loans. With respect to such mortgage loans, the holder of the related subordinate debt will have the right, subject to the satisfaction of certain conditions (including a loan default) described under "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the Mezz Cap B Notes" in this prospectus supplement, to purchase the related mortgage loan from the trust without payment of a yield maintenance charge. This circumstance would have the same effect on the offered certificates as a prepayment in full of such mortgage loan. In addition, six mortgage loans (identified as Loan Nos. 6, 7, 8, 9, 11 and 69 on Annex A-1 to this prospectus supplement), representing approximately 16.61% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 21.03% of the aggregate principal balance of loan group 1 as of the cut-off date), are each part of a split loan structure, each of which is secured by a single mortgage instrument on the related mortgaged property or properties. With respect to all of such mortgage loans, the holders of the related debt not included in the trust will have the right, subject to the satisfaction of certain conditions (including a loan default), described under "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan" in this prospectus supplement, to purchase the related mortgage loan from the trust without payment of yield maintenance. In addition, with respect to three mortgage loans (identified as Loan Nos. 1, 4 and 11 on Annex A-1 to this prospectus supplement), representing approximately 13.70% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (all of which mortgage loans are in loan group 1, or approximately 17.35% of the aggregate principal balance of such loan group as of the cut-off date), the holder of the related mezzanine debt has the right to purchase the related mortgage loan from the trust upon the occurrence and continuance of an event of default as set forth in the related intercreditor agreement. Either of these circumstances would have the same effect on the offered certificates as a prepayment in full of such mortgage loan. See "Description of the Mortgage Pool--General" in this prospectus supplement. SENSITIVITY TO LIBOR AND YIELD CONSIDERATIONS The yield to investors in the Class A-3FL certificates will be highly sensitive to changes in the level of LIBOR. Investors in the Class A-3FL certificates should consider the risk that lower than anticipated levels of LIBOR could result in actual yields that are lower than anticipated yields on the Class A-3FL certificates. In addition, because interest payments on the Class A-3FL certificates may be reduced or the pass-through rate may convert to a fixed rate, in connection with certain events discussed in this prospectus supplement, the yield to investors in the Class A-3FL certificates under such circumstances may not be as high as that offered by other LIBOR based investments that are not subject to such interest rate restrictions. S-66 In general, the earlier a change in the level of LIBOR, the greater the effect on the yield to maturity to an investor in the Class A-3FL certificates. As a result, the effect on such investor's yield to maturity of a level of LIBOR that is higher (or lower) than the rate anticipated by such investor during the period immediately following the issuance of the Class A-3FL certificates is not likely to be offset by a subsequent like reduction (or increase) in the level of LIBOR. The failure by the related swap counterparty in its obligation to make payments under the related swap contract, the conversion to a fixed rate that is below the rate that would otherwise be payable at the floating rate and/or the reduction of interest payments resulting from payment of interest to the Class A-3FL regular interest based on a pass-through rate below 4.7340% per annum would have such a negative impact. There can be no assurance that a default by the related swap counterparty and/or the conversion of the pass-through rate from a rate based on LIBOR to a fixed rate would not adversely affect the amount and timing of distributions to the holders of the Class A-3FL certificates. See "Yield and Maturity Considerations" in this prospectus supplement. RISKS RELATING TO THE SWAP CONTRACT The trust fund will have the benefit of a swap contract relating to the Class A-3FL certificates and the Class A-3FL regular interest issued by IXIS Financial Products Inc. Because the Class A-3FL regular interest accrues interest at a fixed rate of interest, the ability of the holders of the Class A-3FL certificates to obtain the payment of interest at the designated pass-through rate (which payment of interest may be reduced in certain circumstances as described in this prospectus supplement) will depend on payment by the swap counterparty pursuant to the swap contract. See "Description of the Swap Contracts--The Swap Counterparty" in this prospectus supplement. If the swap counterparty's long term ratings fall below the ratings levels set forth in the swap contract by any rating agency, the swap counterparty will be required to post collateral or find a replacement swap counterparty that would not cause another rating agency trigger event. In the event that the swap counterparty fails to either post acceptable collateral or find an acceptable replacement swap counterparty after such a trigger event, the trustee will be required to take such actions (following the expiration of any applicable grace period), unless otherwise directed in writing by the holders of 25% of the Class A-3FL certificates to enforce the rights of the trust fund under the swap contract as may be permitted by the terms of the swap contract and use any termination payments received from the swap counterparty to enter into a replacement swap contract on substantially similar terms. During the occurrence of a continuing payment default with respect to the swap counterparty or if the swap contract is terminated and no replacement swap counterparty is found, the Class A-3FL certificate pass-through rate will convert to the fixed interest rate. Any such conversion to a fixed rate might result in a temporary delay of payment of the distributions to the holders of the Class A-3FL certificates if notice of the resulting change in payment terms of the certificates is not given to the DTC within the time frame in advance of the distribution date that DTC requires to modify the payment. If the costs attributable to entering into a replacement swap contract would exceed the net proceeds of the liquidation of the swap contract, then a replacement swap contract will not be entered into and any such proceeds will instead be distributed to the holders of the Class A-3FL certificates. There can be no assurance that the swap counterparty will maintain the required ratings or have sufficient assets or otherwise be able to fulfill its obligations under the swap contract, and there can be no assurance that any termination payments payable by the swap counterparty will be sufficient for the trustee to engage a replacement swap counterparty. In addition, a termination fee may not be payable by the swap counterparty in connection with certain termination events. In addition, the trustee will not be obligated to undertake any enforcement action with respect to the swap contract unless it has received from the Class A-3FL certificateholders an indemnity satisfactory to the trustee with respect to the costs, expenses and liabilities associated with enforcing the rights of the trust fund under the swap contract. No such costs, expenses and/or liabilities will be payable out of the trust fund. In addition, if the funds allocated to payment of interest distributions on the Class A-3FL regular interest are insufficient to make all required interest payments on the Class A-3FL regular interest, the amount paid to the swap counterparty will be reduced and interest paid by the swap counterparty under the S-67 swap contract will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the amount actually paid to the swap counterparty and the amount that would have been paid if the funds allocated to payment of interest distributions on the Class A-3FL regular interest had been sufficient to make all required interest payments on the Class A-3FL regular interest. As a result, the holders of the Class A-3FL certificates may experience an interest shortfall. See "Description of the Swap Contract" in this prospectus supplement. RISKS RELATING TO ENFORCEABILITY OF YIELD MAINTENANCE CHARGES OR DEFEASANCE PROVISIONS Provisions requiring yield maintenance charges, penalty charges or lockout periods may not be enforceable in some states and under federal bankruptcy law. Provisions requiring yield maintenance charges also may be interpreted as constituting the collection of interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay any yield maintenance charge or penalty charge will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable 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 yield maintenance charge. In certain jurisdictions, those collateral substitution provisions might be deemed unenforceable under applicable law or public policy, or usurious. RISKS RELATING TO BORROWER DEFAULT The rate and timing of delinquencies or defaults on the mortgage loans will affect: o the aggregate amount of distributions on the offered certificates; o their yield to maturity; o 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, that class will suffer a loss equal to the full amount of the excess (up to the outstanding principal amount of that class). If you calculate your anticipated yield based on assumed rates of defaults and losses that are lower than the default rate and losses actually experienced, and those losses are allocated to your certificates, your actual yield to maturity will be lower than the assumed yield. Under certain extreme scenarios, that yield could be negative. In general, the earlier a loss borne by you on your certificates occurs, the greater the effect on your yield to maturity. Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates. This situation occurs 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. Additionally, delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless advances are made to cover delinquent payments or the subordination of another class of certificates fully offsets the effects of any delinquency or default. Additionally, the courts of any jurisdiction may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the action unconscionable. See "Certain Legal Aspects of Mortgage Loans--Foreclosure" in the prospectus. RISKS RELATING TO CERTAIN PAYMENTS To the extent described in this prospectus supplement, the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, will be entitled to receive interest on unreimbursed advances at S-68 the "Prime Rate" as published in The Wall Street Journal as described in this prospectus supplement. 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/or interest, a mortgage loan will be specially serviced and the special servicer is entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the special servicer may lead to shortfalls in amounts otherwise distributable on your certificates. RISKS OF LIMITED LIQUIDITY AND MARKET VALUE Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While the underwriters currently intend to make a secondary market in the offered certificates, they are not obligated to do so. Additionally, one or more purchasers may purchase substantial portions of one or more classes of offered certificates. Accordingly, you may not have an active or liquid secondary market for your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates. The market value of your certificates also may be affected by many other factors, including the then-prevailing interest rates. DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION POSES CERTAIN RISKS As principal payments or prepayments are made on a mortgage loan that is part of a pool of mortgage loans, the pool will be subject to more concentration risks with respect to the diversity of mortgaged properties, types of mortgaged properties and number of borrowers, as described above. Classes that have a later sequential designation or a lower payment priority are more likely to be exposed to this concentration risk than are classes with an earlier sequential designation or a higher priority. This situation occurs 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 has been reduced to zero. SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3FX, Class A-3FL, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B or Class A-1A certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the offered certificates with an earlier sequential designation and the Class X-C and Class X-P certificates. In addition, any losses allocated to the Class A-7 Certificates will be applied first to the Class A-7B Certificates until they are reduced to zero and then to the Class A-7A Certificates until they are reduced to zero. See "Description of the Certificates--Distributions--Priority" and "--Subordination; Allocation of Collateral Support Deficit" in this prospectus supplement. ENVIRONMENTAL RISKS RELATING TO THE MORTGAGED PROPERTIES The trust could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates. All of the mortgaged properties were subject to environmental site assessments at or about the time of origination of the mortgage loans, including Phase I site assessments or updates of previously performed Phase I site assessments. In some cases, Phase II site assessments have also 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. Except as described below, none of the environmental assessments revealed any material adverse environmental condition or circumstance at any mortgaged property except for those: S-69 o which will be remediated or abated in all material respects by the closing date; o for which an escrow for the remediation was established; o for which an environmental insurance policy was obtained from a third party insurer; o for which the consultant recommended an operations and maintenance plan or periodic monitoring of nearby properties, which recommendations are consistent with industry practice; o for which the principal of the borrower or another financially responsible party is required to take, or is liable for the failure to take, such actions, if any, with respect to such matters as have been required by the applicable governmental authority or recommended by the environmental assessments; or o for which such conditions or circumstances were investigated further and the environmental consultant recommended no further action or remediation. In certain cases, the identified condition related to the presence of asbestos-containing materials, lead-based paint, silver and/or radon. Where these substances were present, the environmental consultant generally recommended, and the related loan documents generally required, the establishment of an operation and maintenance plan to address the issue or, in the case of asbestos-containing materials and lead-based paint, an abatement or removal program. Other identified conditions include, for example, leaks from storage tanks, on-site spills and soil and groundwater contamination from dry cleaning operations. Corrective action, as required by the regulatory agencies, has been or is currently being undertaken and/or the related borrowers have made deposits into environmental reserve accounts. However, we cannot assure you that any environmental indemnity, insurance or reserve amounts will be sufficient to remediate the environmental conditions or that all environmental conditions have been identified or that operation and maintenance plans will be put in place and/or followed. Additionally, we cannot assure you that actions of tenants at mortgaged properties will not adversely affect the environmental condition of the mortgaged properties. 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. With respect to one mortgage loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement), representing approximately 4.65% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (or approximately 5.88% of the aggregate principal balance of loan group 1 as of the cut-off date), the underlying land was previously used by the United States Army as an airfield and such use resulted in contamination and falls within a recognized Superfund site. The mortgagee received a letter at closing discussing the limitations on the related Borrower's potential liability for such contamination. See "Servicing Under the Pooling and Servicing Agreement--Realization upon Defaulted Mortgage Loans" in this prospectus supplement and "Risk Factors--Environmental Risks" and "Certain Legal Aspects of Mortgage Loans--Environmental Risks" in the prospectus. TAX CONSIDERATIONS RELATING TO FORECLOSURE If the trust acquires a mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer must (in all circumstances required by the Internal Revenue Code) retain an independent contractor to operate the property. Any net income from the operation of the property (other than qualifying "rents from real property"), any rental income based on the net profits of a tenant or sub-tenant or any income from a non-customary service, will subject the Lower-Tier REMIC to federal tax (and possibly state or local tax) on that income at the highest marginal corporate tax rate (currently 35%). In that event, the net proceeds available for distribution to certificateholders will be reduced. The special servicer may permit the S-70 Lower-Tier REMIC to earn "net income from foreclosure property" that is subject to tax if it determines that the net after-tax benefit to certificateholders is greater than under another method of operating or net leasing the mortgaged property. In addition, if the trust were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust may in certain jurisdictions, particularly in the State of New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders. Similar considerations apply with respect to the Loews Universal Hotel Portfolio mortgage loan under the pooling and servicing agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates and the 125 West 55th Street mortgage loan under the pooling and servicing agreement relating to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates. RISKS ASSOCIATED WITH ONE ACTION RULES Several states (including California) have laws that prohibit more than one "judicial action" to enforce a mortgage obligation, and some courts have construed the term "judicial action" broadly. Accordingly, the special servicer is required to obtain advice of counsel prior to enforcing any of the trust fund's rights under any of the mortgage loans that include mortgaged properties where the rule could be applicable. See "Certain Legal Aspects of Mortgage Loans--Foreclosure" in the prospectus. RISKS ASSOCIATED WITH THE ABSENCE OF OR INADEQUACY OF INSURANCE COVERAGE All of the mortgage loans require the related borrower to maintain, or cause to be maintained, property insurance in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements at the mortgaged property and (ii) the outstanding principal balance of the mortgage loan. Therefore, insurance proceeds may not be sufficient to pay off the mortgage loan. In addition, the mortgaged properties may suffer casualty losses due to risks which were not covered by insurance or for which insurance coverage is inadequate. In addition, approximately 10.64%, 19.27% and 7.50% of the mortgaged properties, by aggregate principal balance of the pool of mortgage loans as of the cut-off date (which include approximately 11.65%, 18.83% and 9.13%, respectively, of the mortgaged properties by aggregate principal balance of the mortgage loans in loan group 1 as of the cut-off date, and approximately 6.87%, 20.90% and 1.36%, respectively, of the mortgaged properties by aggregate principal balance of the mortgage loans in loan group 2 as of the cut-off date), are located in Texas, California and Florida, respectively, areas that have historically been at greater risk regarding acts of nature (such as earthquakes, hurricanes and floods) than other states. We cannot assure you that borrowers will be able to maintain adequate insurance. Moreover, if reconstruction or any major repairs are required, changes in laws may materially affect the borrower's ability to effect any reconstruction or major repairs or may materially increase the costs of the reconstruction or repairs. With respect to certain of the mortgage loans, the "all risk" property insurance coverage, terrorism insurance coverage and/or earthquake insurance coverage for the related mortgaged properties are provided under blanket policies that also cover other properties (that do not secure assets of the trust) owned by the related borrowers' affiliates, and accordingly the amount of coverage available for a mortgaged property would be reduced if insured events occur at such other properties. Should an uninsured loss or a loss in excess of insured limits occur at the related mortgaged property, the borrowers could suffer disruption of income from such other mortgaged properties, potentially for an extended period of time, while remaining responsible for any financial obligations relating to such mortgaged properties. Certain mortgage loans are secured by improvements which are insured by policies that specifically exclude coverage for acts of terrorism. The September 11, 2001 terrorist attacks have caused many reinsurance companies (which assume some of the risk of policies sold by primary insurers) to indicate that they intend to eliminate coverage for acts of terrorism from their reinsurance. Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of deductible for acts of terrorism or charge higher premiums for such coverage. In order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which S-71 established the Terrorism Risk Insurance Program. The Terrorism Risk Insurance Program is administered by the Secretary of the Treasury and will provide financial assistance from the United States government to insurers in the event of another terrorist attack that is the subject of an insurance claim. The Treasury Department established procedures for the Terrorism Risk Insurance Program under which the federal share of compensation will be equal to 90% of that portion of insured loss that exceeds an applicable insurer deductible required to be paid during each program year. The federal share in the aggregate in any program year may not exceed $100 billion. An insurer that has paid its deductible is not liable for the payment of any portion of total annual United States-wide losses that exceed $100 billion, regardless of the terms of the individual insurance contracts. Through December 2005, insurance carriers are required under the program to offer terrorism coverage in their basic "all-risk" policies. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically voided to the extent that it excludes losses that would otherwise be insured losses. Any state approval of such types of exclusions in force on November 26, 2002 is also voided. However, the Terrorism Risk Insurance Act of 2002 does not require insureds to purchase such coverage nor does it stipulate the pricing of such coverage. There can be no assurance that all of the borrowers under the mortgage loans have accepted the terrorism coverage. In addition, the Terrorism Risk Insurance Program applies to United States risks only and to acts that are committed by an individual or individuals acting on behalf of a foreign person or foreign interest in an effort to influence or coerce United States civilians or the United States government. It remains unclear what acts will fall under the purview of the Terrorism Risk Insurance Program. Furthermore, because the Terrorism Risk Insurance Program has only been recently passed into law, there can be no assurance that it or state legislation will substantially lower the cost of obtaining terrorism insurance. Finally, the Terrorism Risk Insurance Program terminates on December 31, 2005. There can be no assurance that such temporary program will create any long-term changes in the availability and cost of such insurance. Moreover, there can be no assurance that such program will be renewed or subsequent terrorism insurance legislation will be passed upon its expiration. In fact, the Secretary of the Treasury announced on June 30, 2005 that it is opposed to an extension of the Terrorism Risk Insurance Act of 2002 in its current form but noted that an extension may be acceptable only if certain significant changes were made to the current version. One such change includes increasing the deductible under the Terrorism Risk Insurance Act of 2002 from the current $5 million to $500 million, which would mean that each borrower would now be responsible for the first $500 million of the loss. It is likely, if the Terrorism Risk Insurance Act 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 the Terrorism Risk Insurance Act of 2002. 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 eleven mortgage loans (identified as Loan Nos. 32, 58, 67, 70, 91, 93, 94, 97, 112, 128 and 130 on Annex A-1 to this prospectus supplement), representing approximately 2.92% of the principal balance of the pool as of the cut-off date (or approximately 1.66% of the aggregate principal balance of loan group 1 and approximately 7.65% of the aggregate principal balance of loan group 2 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 S-72 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: 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 Under the Pooling and Servicing Agreement--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 COMPLIANCE AND USE RESTRICTIONS Certain of the mortgaged properties may not comply with current or future zoning laws, including use, density, parking and setback requirements, due to changes in zoning requirements that have occurred after the use was established or the improvements constructed on such properties or may occur in the future due to legislative or judicial action. The existing or future use of such properties or the improvements thereon may be deemed "legally non-conforming" under such circumstances. This means that while the borrower would not be required to cease the existing use or alter the existing improvements to comply with the existing or new law, applicable zoning could require full compliance upon the occurrence of a significant casualty or otherwise limit the continuance of legally non-conforming uses or structures. Thus, we cannot assure you that the borrower would be able to continue its current use or rebuild the existing structures "as is" in the event of a substantial casualty loss, or otherwise have the same rights as for conforming properties. The legally non-conforming status of a mortgaged property could thus result in an adverse impact on its cash flow following casualty. If a substantial casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full. In addition, if the property were repaired or restored in conformity with the current law, the value of the property or the revenue-producing potential of the property may not be equal to that before the casualty. S-73 In addition, certain of the mortgaged properties which are non-conforming may be in violation of applicable zoning laws, although the mortgage loan sellers are not aware of any such violations that are material. The failure of a mortgaged property to comply with zoning laws or to otherwise be deemed legally non-conforming may adversely affect market value of the mortgaged property or the borrower's ability to continue to use it in the manner it is currently being used, or subject the borrower to other penalties prescribed by applicable zoning laws. Certain of the mortgaged properties may be subject to certain use restrictions imposed pursuant to reciprocal easement agreements or operating agreements. Such use restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, and limitations on the borrower's right to operate certain types of facilities within a prescribed radius, among other things. 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. INCREASES IN REAL ESTATE TAXES DUE TO TERMINATION OF A PILOT PROGRAM OR OTHER TAX ABATEMENT ARRANGEMENTS MAY REDUCE PAYMENTS TO CERTIFICATEHOLDERS Certain of the mortgaged properties securing the mortgage loans have or may in the future have the benefit of reduced real estate taxes under a local government program of payment in lieu of taxes (often known as a PILOT program) or other tax abatement arrangements. Some of these programs or arrangements are scheduled to terminate or have significant tax increases prior to the maturity of the related mortgage loan, resulting in higher, and in some cases substantially higher, real estate tax obligations for the related borrower. An increase in real estate taxes may impact the ability of the borrower to pay debt service on the mortgage loans. There are no assurances that any such program will continue for the duration of the related mortgage loan. RISKS RELATING TO COSTS OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property, for example, zoning laws and the Americans with Disabilities Act of 1990, as amended, which requires all public accommodations to meet certain federal requirements related to access and use by disabled persons. See "Certain Legal Aspects of Mortgage Loans--Americans with Disabilities Act" in the prospectus. The expenditure of these costs or the imposition of injunctive relief, penalties or fines in connection with the borrower's noncompliance could negatively impact the borrower's cash flow and, consequently, its ability to pay its mortgage loan. NO REUNDERWRITING OF THE MORTGAGE LOANS We have not reunderwritten the mortgage loans. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the applicable mortgage loan seller's obligation to repurchase, substitute or cure a mortgage loan in the event that a representation or warranty was not true when made. These representations and warranties do not cover all of the matters that we would review in underwriting a mortgage loan and you should not view them as a substitute for reunderwriting the mortgage loans. If we had reunderwritten the mortgage loans, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty. In addition, we can give no assurance that the applicable mortgage loan seller will be able to repurchase a mortgage loan if a representation or warranty has been breached. See "Description of the Mortgage Pool--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. LITIGATION There may be pending or threatened legal proceedings against the borrowers and managers of the mortgaged properties and their respective affiliates arising out of the ordinary business of the borrowers, managers and affiliates. We cannot assure you that litigation will not have a material adverse effect on your investment. S-74 BOOK-ENTRY REGISTRATION Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name. As a result, you will not be recognized as a certificateholder, or holder of record of your certificates. See "Risk Factors--Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment" in the prospectus for a discussion of important considerations relating to not being a certificateholder of record. RISKS OF INSPECTIONS RELATING TO PROPERTIES Licensed engineers or consultants inspected the mortgaged properties at or about the time of the origination of the mortgage loans to assess items such as structural integrity of the buildings and other improvements on the mortgaged properties, including exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, we cannot assure you that all conditions requiring repair or replacement were identified. No additional property inspections were conducted in connection with the issuance of the offered certificates. MORTGAGE ELECTRONIC REGISTRATION SYSTEMS (MERS) The mortgages or assignments of mortgages for some of the mortgage loans have been or may be recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS"), solely as nominee for the related Mortgage Loan Seller and its successor and assigns. Subsequent assignments of those mortgages are registered electronically through the MERS system. The recording of mortgages in the name of MERS is a new practice in the commercial mortgage lending industry. Public recording officers and others 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. OTHER RISKS See "Risk Factors" in the prospectus for a description of certain other risks and special considerations that may be applicable to your certificates. S-75 DESCRIPTION OF THE MORTGAGE POOL GENERAL All percentages of the mortgage loans and mortgaged properties, or of any specified group of mortgage loans and mortgaged properties, referred to in this prospectus supplement without further description are approximate percentages by anticipated aggregate principal balance of the pool of mortgage loans as of August 1, 2005 (the "Cut-off Date"), assuming that the mortgage loans make their scheduled monthly payments in August 2005. The trust will consist primarily of 132 mortgage loans secured by 151 commercial, multifamily and manufactured housing community mortgaged properties with an aggregate principal balance of approximately $2,116,111,258 (the "Initial Pool Balance") as of the Cut-off Date, subject to a permitted variance of plus or minus 5%. The "Cut-off Date Balance" of any mortgage loan, pari passu loan or subordinate loan will be the unpaid principal balance of that mortgage loan, pari passu loan or subordinate loan as of the Cut-off Date or after application of all payments due on or before that date, whether or not received but without regard to any prepayments received on or prior to the Cut-off Date and subsequent to the immediately preceding due date. All numeric information provided in this prospectus supplement with respect to the mortgage loans is provided on an approximate basis. The pool of mortgage loans will be deemed to consist of two loan groups ("Loan Group 1" and "Loan Group 2" and, collectively, the "Loan Groups"). Loan Group 1 will consist of 95 mortgage loans with an aggregate principal balance of $1,671,120,765, representing approximately 78.97% of the Initial Pool Balance (the "Initial Loan Group 1 Balance"). Loan Group 2 will consist of 37 mortgage loans with an aggregate principal balance of $444,990,493 (or approximately 100.00% of the aggregate principal balance of the mortgage loans secured by multifamily properties and approximately 19.29% of the aggregate principal balance of the mortgage loans secured by manufactured housing properties), representing approximately 21.03% of the Initial Pool Balance (the "Initial Loan Group 2 Balance"). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each mortgage loan. Each mortgage loan is evidenced by a promissory note or, in the case of the loan identified as Loan No. 4 on Annex A-1 to this prospectus supplement, two pari passu promissory notes, each of which is included in the trust, (a "Mortgage Note") and secured by a mortgage, deed of trust or other similar security instrument (a "Mortgage") that creates a first mortgage lien: (1) on a fee simple estate in one or more commercial, multifamily or manufactured housing community properties; (2) with respect to five of the mortgaged properties (identified as Loan Nos. 6.1, 6.2, 6.3, 31 and 102 on Annex A-1 to this prospectus supplement), representing approximately 4.66% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date (or approximately 5.91% of the aggregate principal balance of loan group 1 as of the Cut-off Date), on the related borrower's leasehold interest in the entire related mortgaged property, but not by the corresponding fee ownership interest in the property that is subject to the ground lease; and (3) with respect to three of the mortgaged properties (identified as Loan Nos. 9, 13 and 82 on Annex A-1 to this prospectus supplement), representing approximately 5.59% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date (or approximately 7.07% of the aggregate principal balance of loan group 1 as of the Cut-off Date), in part by a lien on a fee simple estate in a portion of the related real property, and in part by a lien on a leasehold estate in the remaining portion of the related real property (each of clauses (1), (2) and (3) a "Mortgaged Property"). The term of any ground lease securing any mortgage loan that is not also secured by the related fee interest extends at least fifteen years beyond the stated maturity of that mortgage loan (including extensions at the borrower's option). Mortgage loans secured by ground leases present certain bankruptcy and foreclosure risks not present with mortgage loans secured by fee simple estates. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Risks" and "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus. On or about August 25, 2005 (the "Closing Date"), GE Commercial Mortgage Corporation (the "Depositor") will acquire the mortgage loans from General Electric Capital Corporation ("GECC"), Bank of S-76 America, N.A. ("Bank of America") and German American Capital Corporation ("GACC" and, collectively with GECC and Bank of America, the "Mortgage Loan Sellers"), pursuant to three mortgage loan purchase agreements, each dated on or about the Cut-off Date (the "Purchase Agreements"), between the Depositor and the applicable Mortgage Loan Seller. The Depositor will then assign its interests in the mortgage loans, without recourse, to LaSalle Bank National Association, as trustee (the "Trustee"), for the benefit of the holders of the certificates (the "Certificateholders"). See "--The Mortgage Loan Sellers" below and "Description of the Pooling Agreements--Assignment of Mortgage Loans; Repurchases" in the prospectus. For purposes of the prospectus, each of the Mortgage Loan Sellers constitutes a Mortgage Asset Seller. The mortgage loans were originated in the period between February 2005 and August 2005. With respect to any Mortgage which has been recorded in the name of MERS or its designee, no mortgage assignment in favor of the Trustee will be required to be prepared or delivered. Instead, the related Mortgage Loan Seller will be required to take all actions as are necessary to cause the Trust to be 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. In accordance with the terms of the Pooling and Servicing Agreement (as defined in this prospectus supplement), the Trustee will review each Mortgage File after the Closing Date (or after the Trustee's receipt of any document permitted to be delivered after the Closing Date) to determine if any of the foregoing documents are missing. The mortgage loans are not insured or guaranteed by the Mortgage Loan Sellers or any other person or entity. You should consider all of the mortgage loans to be nonrecourse loans as to which recourse in the case of default will be limited to the borrower and/or specific property and other assets, if any, pledged to secure a mortgage loan subject to customary recourse carveouts. As of the date hereof, the applicable Mortgage Loan Sellers have informed us that they are aware of the following actual or potential additional indebtedness secured by a mortgaged property with respect to a mortgage loan. o Six mortgage loans (identified as Loan Nos. 6, 7, 8, 9, 11 and 69 on Annex A-1 to this prospectus supplement), representing, in the aggregate, approximately 16.61% of the Initial Pool Balance (which include six mortgage loans in Loan Group 1, or approximately 21.03% of the Initial Loan Group 1 Balance), the related mortgaged property or properties also secure one or more pari passu loans and/or subordinate loans. See "Description of the Mortgage Pool--The Loews Universal Hotel Portfolio Whole Loan," "--The Oglethorpe Mall Whole Loan," "--The 1301 Fannin Whole Loan" "--The One Main Place Whole Loan and the Tinley Crossings-8151 W183rd Whole Loan," and "--The 125 West 55th Street Whole Loan" in this prospectus supplement. o With respect to five mortgage loans (identified as Loan Nos. 98, 108, 119, 122 and 129 on Annex A-1 to this prospectus supplement), representing approximately 0.71% of the Initial Pool Balance (or approximately 0.90% of the Initial Loan Group 1 Balance) the related borrower is permitted to incur additional debt secured by the related mortgaged property subject to certain requirements, including, among other things, a combined loan-to-value ratio of not more than 65% and a combined debt service coverage ratio of not less than 1.60x. Further, such debt is required to be subordinated to the mortgage loan pursuant to a subordination and standstill agreement. All of the mortgage loans either prohibit future unsecured subordinated debt, or require lender's consent in connection therewith. However, substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property. Moreover, in general, any borrower that does not meet single-purpose entity criteria may not be restricted from incurring unsecured debt. As of the date hereof, the applicable Mortgage Loan Sellers have informed us that they are aware of the following existing or potential unsecured indebtedness with respect to the mortgage loans. o With respect to one mortgage loan (identified as Loan No. 31 on Annex A-1 to this prospectus supplement, representing approximately 0.70% of the Initial Pool Balance (or approximately 0.89% of the Loan Group 1 Balance), the related borrower is permitted to incur additional debt from one or more of the limited partners of the borrower, provided, among other things, that such other debt is fully subordinate to the mortgage loan and is not secured by the Mortgaged Property. S-77 In addition, although the mortgage loans generally restrict the transfer or pledging of general partnership and managing member equity 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 non-managing membership equity interests in a borrower. Moreover, in general, the parent entity of any borrower that does not meet single purpose entity criteria may not be restricted in any way from incurring mezzanine or other debt not secured by the related Mortgaged Property. As of the date hereof, the applicable Mortgage Loan Sellers have informed us of the following existing or potential mezzanine debt: EXISTING MEZZANINE DEBT AS OF THE CUT-OFF DATE <TABLE> MORTGAGE LOAN CUT-OFF MEZZANINE DEBT LOAN NO. DATE BALANCE % OF INITIAL POOL BALANCE BALANCE - ---------- ----------------------- --------------------------- --------------- 1 $150,000,000 7.09% $100,000,000 4 $ 90,000,000 4.25% $ 7,000,000 11 $ 50,000,000 2.36% $ 63,500,000 </TABLE> FUTURE MEZZANINE DEBT PERMITTED UNDER THE RELATED MORTGAGE LOAN DOCUMENTS <TABLE> COMBINED MORTGAGE LOAN CUT-OFF % OF INITIAL MAXIMUM LTV COMBINED LOAN NO. DATE BALANCE POOL BALANCE RATIO MINIMUM DSCR - ----------- ----------------------- -------------- ---------------- ------------- 3 $98,339,043 4.65% 85% 1.20x 5 $90,000,000 4.25% 70% 1.15x 6 $80,000,000 3.78% 55% (1) 7 $74,918,248 3.54% 80% 1.20x 8 $70,700,000 3.34% 90% 1.10x 10 $61,750,000 2.92% 75% 1.20x 14 $41,000,000 1.94% 80% 1.25x 21 $25,750,000 1.22% 85% 1.15x 22 $19,200,000 0.91% 90% 1.10x 24 $17,750,000 0.84% 85% 1.15x 31 $14,800,000 0.70% 85% 1.10x 34 $13,170,000 0.62% 75% 1.20x 47 $11,474,495 0.54% N/A(2) N/A(2) 50 $10,600,000 0.50% (3) (3) 53 $10,275,000 0.49% 75% 1.30x 58 $ 8,880,000 0.42% 85% 1.10x 67 $ 6,935,000 0.33% 85% 1.10x 68 $ 6,900,000 0.33% 85% 1.20x 91 $ 4,520,000 0.21% 85% 1.10x 99 $ 4,050,000 0.19% 70% 1.30x 106 $ 3,600,000 0.17% 40% 2.50x 112 $ 3,340,000 0.16% 85% 1.10x 128 $ 2,000,000 0.09% 85% 1.10x 130 $ 1,811,000 0.09% 85% 1.10x </TABLE> ---------- (1) DSCR required to be greater than or equal to 110% of the DSCR as of the loan closing date. (2) Future mezzanine loan may not exceed $500,000. (3) DSCR required to be greater than or equal to the DSCR as of the loan closing date and LTV required to be less than or equal to the LTV as of the loan closing date. S-78 Certain risks relating to additional debt are described in "Risk Factors--Ability to Incur Other Borrowings Entails Risk" in this prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the prospectus. THE LOEWS UNIVERSAL HOTEL PORTFOLIO WHOLE LOAN With respect to the Mortgage Loan known as the "Loews Universal Hotel Portfolio" mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement) (the "Loews Universal Hotel Portfolio Mortgage Loan"), representing approximately 3.78% of the Initial Outstanding Pool Balance, 4.79% of the Initial Loan Group 1 Balance, and with a Cut-off Date Balance of $80,000,000, the related Mortgaged Property also secures six other mortgage loans (the "Loews Universal Hotel Portfolio Companion Loans"). Four of the Loews Universal Hotel Portfolio Companion Loans (the "Loews Universal Hotel Portfolio Pari Passu Loans" and, together with the Loews Universal Hotel Portfolio Mortgage Loan, the "Loews Universal Hotel Portfolio Senior Loans") are pari passu in right of payment with the Loews Universal Hotel Portfolio Mortgage Loan and have Cut-off Date Balances of $100,000,000, $100,000,000, $65,000,000, and $55,000,000. The other Loews Universal Hotel Portfolio Companion Loans are subordinate in right of payment to the Loews Universal Hotel Portfolio Senior Loans (collectively, the "Loews Universal Hotel Portfolio B Notes" and together with the Loews Universal Hotel Portfolio Senior Loans, the "Loews Universal Hotel Portfolio Whole Loan") and have an aggregate Cut-off Date Balance of $50,000,000. The Loews Universal Hotel Portfolio Senior Loans have the same interest rate and maturity date. The Loews Universal Hotel Portfolio B Notes have the same maturity date as the Loews Universal Hotel Portfolio Senior Loans, but an interest rate of 5.580% per annum. Only the Loews Universal Hotel Portfolio Mortgage Loan is included in the trust. The Loews Universal Hotel Portfolio Companion Loans are not assets of the trust. The Loews Universal Hotel Portfolio Pari Passu Loan with an outstanding principal balance as of the Cut-off Date of $100,000,000 and the Loews Universal Hotel Portfolio B Notes were deposited into the trust that issued the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. The Loews Universal Hotel Portfolio Pari Passu Loan with an outstanding principal balance as of the Cut-off Date of $100,000,000 is owned by JPMorgan Chase Bank, N.A. It is anticipated that this Loews Universal Hotel Portfolio Pari Passu Loan will be deposited into the trust that will issue the J.P. Morgan Chase Commercial Mortgage Corp. Series 2005-LDP3 Commercial Mortgage Pass-Through Certificates. It is anticipated that the Loews Universal Hotel Portfolio Pari Passu Loan with an outstanding principal balance as of the Cut-off Date of $65,000,000 will be deposited into the trust that will issue the COMM 2005-C6 Commercial Mortgage Pass-Through Certificates. The Loews Universal Hotel Portfolio Pari Passu Loan with an outstanding principal balance as of the Cut-off Date of $55,000,000 is owned by GACC, one of the Mortgage Loan Sellers. The related intercreditor agreement also permits GACC and JPMorgan Chase Bank, N.A. or an affiliate thereof, so long as it is the holder of a Loews Universal Hotel Portfolio Pari Passu Loan, to sell such loan at any time or to divide such retained mortgage loan into one or more "component" pari passu notes in the aggregate principal amount equal to the then outstanding mortgage loan being allocated, provided, that the aggregate principal balance of the new pari passu mortgage loans following such amendments is no greater than the aggregate principal balance of the applicable Loews Universal Hotel Portfolio Pari Passu Loan prior to such amendments. For the purpose of the information presented in this prospectus supplement with respect to the Loews Universal Hotel Portfolio Mortgage Loan, unless otherwise indicated, the debt service coverage ratio and loan-to-value ratio reflect the aggregate indebtedness evidenced by the Loews Universal Hotel Portfolio Senior Loans, but excludes the Loews Universal Hotel Portfolio B Notes. General. The Loews Universal Hotel Portfolio Whole Loan will be serviced pursuant to the terms of the pooling and servicing agreement governing the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass Through Certificates (the "Series 2005-CIBC12 Pooling and Servicing Agreement") for which GMAC Commercial Mortgage Corporation is the initial master servicer (in such capacity and any successor thereto, the "Series 2005-CIBC12 Servicer"), and J.E. Robert Company, Inc. S-79 is the initial special servicer (in such capacity and any successor thereto, the "Series 2005-CIBC12 Special Servicer") (and all decisions, consents, waivers, approvals and other actions on the part of any holder of the Loews Universal Hotel Portfolio Whole Loan will be effected in accordance with the Series 2005-CIBC12 Pooling and Servicing Agreement). However, the Series 2005-CIBC12 Servicer or the Trustee, as applicable, will be obligated to make any required P&I Advances on the Loews Universal Hotel Portfolio Mortgage Loan unless the Series 2005-CIBC12 Servicer, the Special Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Loews Universal Hotel Portfolio Mortgage Loan. Distributions. The holders of the Loews Universal Hotel Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Notes have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the Loews Universal Hotel Portfolio Whole Loan and provides, in general, that: if no monetary event of default or other material non-monetary event of default that results in a transfer of the Loews Universal Hotel Portfolio Whole Loan to special servicing has occurred and is continuing (or if a monetary event of default or other material non-monetary event of default has occurred and is continuing, the holder of the Loews Universal Hotel Portfolio B Notes has cured such monetary event of default or, in the case of a material non-monetary event of default has either cured such event of default or is diligently pursuing the cure thereof, in accordance with the terms of the related intercreditor agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement after payment of amounts payable or reimbursable under the Series 2005-CIBC12 Pooling and Servicing Agreement and the Pooling and Servicing Agreement), the payments and proceeds received with respect to the Loews Universal Hotel Portfolio Whole Loan after payment of amounts payable or reimbursable under the Series 2005-CIBC12 Pooling and Servicing Agreement and the Pooling and Servicing Agreement will generally be applied in the following manner, in each case to the extent of available funds: (i) each holder of the Loews Universal Hotel Portfolio Senior Loans will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; (ii) each holder of the Loews Universal Hotel Portfolio B Notes will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; (iii) each holder of the Loews Universal Hotel Portfolio Senior Loans will receive scheduled or unscheduled principal payments in respect of the Loews Universal Hotel Portfolio Whole Loan, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Notes); (iv) each holder of the Loews Universal Hotel Portfolio B Notes will receive scheduled or unscheduled principal payments in respect of the Loews Universal Hotel Portfolio Whole Loan, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Notes); (v) to repay the Class UHP Directing Certificateholder (prior to the occurrence of any Loews Universal Hotel Portfolio Control Appraisal Event) any cure payments made by it pursuant to the Loews Universal Hotel Portfolio Intercreditor Agreement; (vi) any prepayment premium allocable to the Loews Universal Hotel Portfolio Senior Loans to each holder of the Loews Universal Hotel Portfolio Senior Loans, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Notes) and any prepayment premium allocable to the Loews Universal Hotel Portfolio B Notes to each holder of the Loews Universal Hotel Portfolio B Notes, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Notes); and (vii) any remaining amount to be allocated among the Loews Universal Hotel Portfolio Senior Loans and the Loews Universal Hotel Portfolio B Notes, pro rata. o if a monetary event of default or other material non-monetary event of default has occurred and is continuing (and has not been cured by the holder of the Loews Universal Hotel Portfolio B Notes exercising its cure rights in accordance with the terms of the related intercreditor agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement) after payment of all amounts then payable or reimbursable under the Series 2005-CIBC12 Pooling and Servicing Agreement and the Pooling and Servicing Agreement (including reimbursements of advances on the Loews Universal Hotel Portfolio Whole Loan), payments and proceeds received with respect to the Loews Universal Hotel Portfolio Whole Loan will generally be applied in the following manner, in each case to the extent of available funds: (i) each holder of the Loews Universal Hotel Portfolio Senior Loans will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; (ii) S-80 each holder of the Loews Universal Hotel Portfolio Senior Loans will receive principal collected in respect of the related note, pro rata (to the extent actually collected, after allocating collections on the Loews Universal Hotel Portfolio Whole Loan to interest on such Whole Loan in accordance with the terms of the Mortgage Loan Documents and the Series 2005-CIBC12 Pooling and Servicing Agreement), until the principal balance of each such loan has been paid in full; (iii) each holder of the Loews Universal Hotel Portfolio B Notes will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; (iv) each holder of the Loews Universal Hotel Portfolio Senior Loans will receive, pro rata, based on the principal balance of each such note an amount up to its principal balance, until the principal balance has been paid in full; (v) each holder of the Loews Universal Hotel Portfolio B Notes will receive, pro rata, based on the principal balance of each such note an amount up to its principal balance, until the principal balance has been paid in full; (vi) to repay the Class UHP Directing Certificateholder (prior to the occurrence of any Loews Universal Hotel Portfolio Control Appraisal Event) any cure payments made by it pursuant to the Loews Universal Hotel Portfolio Intercreditor Agreement; (vii) any prepayment premium allocable to the Loews Universal Hotel Portfolio Senior Loans to each holder of the Loews Universal Hotel Portfolio Senior Loans, pro rata, and any prepayment premium allocable to the Loews Universal Hotel Portfolio B Note to each holder of the Loews Universal Hotel Portfolio B Notes, pro rata; (viii) any default interest in excess of the interest paid in accordance with clause (i) and clause (iii) above will be paid first to each holder of the Loews Universal Hotel Portfolio Senior Loans, pro rata, and then to each holder of the Loews Universal Hotel Portfolio B Notes, pro rata; (ix) any late payment charges will be paid first to each holder of the Loews Universal Hotel Portfolio Senior Loans, pro rata, and then to each holder of the Loews Universal Hotel Portfolio B Notes, pro rata; and (x) if any excess amount is paid by the borrower that is not otherwise applied in accordance with clauses (i) through (ix) above, such amount will be paid to each holder of the Loews Universal Hotel Portfolio Senior Loans and Loews Universal Hotel Portfolio B Note, pro rata. o the Loews Universal Hotel Portfolio Senior Loans are of equal priority with each other and no portion of any of them will have priority or preference over the other; and o all payments, proceeds and other recoveries on or in respect of the Loews Universal Hotel Portfolio Senior Loans will be applied to the Loews Universal Hotel Portfolio Senior Loans on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Series 2005-CIBC12 Servicer, the Series 2005-CIBC12 Special Servicer and the related trustee, and any other service providers with respect to the Loews Universal Hotel Portfolio Senior Loans, in accordance with the terms of the Series 2005-CIBC12 Pooling and Servicing Agreement). For information regarding the servicing of the Loews Universal Hotel Portfolio Whole Loan, see "Servicing Under the Pooling and Servicing Agreement--Servicing of the Non-Serviced Mortgage Loans--Rights of the Holders of the Loews Universal Hotel Portfolio Whole Loan" in this prospectus supplement. THE OGLETHORPE MALL WHOLE LOAN With respect to one mortgage loan (identified as Loan No. 7 on Annex A-1 to this prospectus supplement) (the "Oglethorpe Mall Mortgage Loan"), representing approximately 3.54% of the Initial Pool Balance (or approximately 4.48% of the Initial Loan Group 1 Balance), the related Mortgaged Property also secures one other pari passu loan (the "Oglethorpe Mall Pari Passu Loan" and, together with the Oglethorpe Mall Mortgage Loan, the "Oglethorpe Mall Whole Loan"). The Oglethorpe Mall Pari Passu Loan is referred to in this prospectus supplement as the "Serviced Pari Passu Loan." The Oglethorpe Mall Pari Passu Loan is pari passu in right of payment with the Oglethorpe Mall Mortgage Loan and has a Cut-off Date Balance of $74,918,248. The Oglethorpe Mall Mortgage Loan and the Oglethorpe Mall Pari Passu Loan have the same interest rate and maturity date. Only the Oglethorpe Mall Mortgage Loan is included in the trust. The Oglethorpe Mall Pari Passu Loan is not an asset of the trust. As of the Cut-off Date, the Oglethorpe Mall Pari Passu Loan is beneficially owned by GACC or an affiliate, and may be sold at any time (subject to compliance with the related intercreditor agreement). The S-81 related intercreditor agreement also permits GACC or an affiliate thereof, so long as it is the holder of the Oglethorpe Mall Pari Passu Loan, to reallocate the principal of such loan among each other (to the extent so retained) or to such new pari passu loans or to divide such retained mortgage loan or mortgage loans into one or more "component" pari passu notes in the aggregate principal amount equal to the then outstanding loan being allocated, provided that the aggregate principal balance of the outstanding Oglethorpe Mall Pari Passu Loan held by GACC and the new pari passu loans following such amendments is no greater than the aggregate principal balance of the related promissory notes prior to such amendments. The holders of the Oglethorpe Mall Mortgage Loan and the Oglethorpe Mall Pari Passu Loan have entered into an intercreditor agreement, which sets forth the respective rights of each of the holders of the Oglethorpe Mall Whole Loan. Pursuant to the terms of that intercreditor agreement, o the Oglethorpe Mall Mortgage Loan and the Oglethorpe Mall Pari Passu Loan are of equal priority with each other and no portion of any of them will have priority or preference over the other; and o all payments, proceeds and other recoveries on or in respect of the Oglethorpe Mall Mortgage Loan and/or the Oglethorpe Mall Pari Passu Loan will be applied to the Oglethorpe Mall Mortgage Loan and the Oglethorpe Mall Pari Passu Loan on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent and any other service providers with respect to the Oglethorpe Mall Whole Loan, in accordance with the terms of the Pooling and Servicing Agreement or any other related pooling and servicing agreement). For more information regarding the servicing of the Oglethorpe Mall Mortgage Loan, see "Servicing Under the Pooling and Servicing Agreement--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan" in this prospectus supplement. THE 1301 FANNIN WHOLE LOAN The Loan. One mortgage loan (identified as Loan No. 8 on Annex A-1 to this prospectus supplement) (the "1301 Fannin Mortgage Loan"), representing 3.34% of the Initial Pool Balance (or approximately 4.23% of the Initial Loan Group 1 Balance), is one of two mortgage loans that are part of a split loan structure and are secured by the same mortgage instrument on the related Mortgaged Property (the "1301 Fannin Mortgaged Property"). Only the 1301 Fannin Mortgage Loan, which is evidenced by an A note (the "1301 Fannin A Note"), is included in the Trust Fund. The 1301 Fannin A Note's principal balance as of the Cut-off Date is $70,700,000. The other mortgage loan, which is not included in the trust, is secured by a B note (the "1301 Fannin B Note"). The 1301 Fannin B Note's principal balance as of the Cut-off Date is $10,100,000. The 1301 Fannin B Note is subordinated in right of payment to the 1301 Fannin Mortgage Loan. An intercreditor agreement (the "1301 Fannin Intercreditor Agreement") between the holder of the 1301 Fannin A Note (the "1301 Fannin A Noteholder") and the holder of the 1301 Fannin B Note (the "1301 Fannin B Noteholder") sets forth the rights of these noteholders. The 1301 Fannin Intercreditor Agreement generally provides that the mortgage loans that comprise the 1301 Fannin 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 (as defined herein). The 1301 Fannin Intercreditor Agreement generally provides that expenses, losses and shortfalls relating to the 1301 Fannin Whole Loan will be allocated first, to the holder of the 1301 Fannin B Note, and then, to the holder of 1301 Fannin Mortgage Loan. For purposes of this prospectus supplement a "1301 Fannin Control Appraisal Event" shall exist with respect to the 1301 Fannin Mortgage Loan, if and for so long as: (a) (1) the initial principal balance of the 1301 Fannin B Note minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on the 1301 Fannin B Note, (y) any Appraisal Reduction Amounts allocated to the 1301 Fannin B Note and (z) any losses realized with respect to the 1301 Fannin B Note, is less than (b) 25% of the excess of (1) the initial principal balance of the 1301 Fannin B Note over (2) any payments of principal (whether as principal prepayments or otherwise) allocated to and received by, the 1301 Fannin B Noteholder on the 1301 Fannin B Note. For purposes of this prospectus supplement "1301 Fannin Controlling Holder" means the 1301 Fannin B Noteholder unless and until a 1301 Fannin Control Appraisal Event has occurred, and thereafter the Directing S-82 Certificateholder; provided that if and so long as at any time prior to the occurrence of a 1301 Fannin Control Appraisal Event the 1301 Fannin B Noteholder is the borrower under the 1301 Fannin Mortgage Loan or any Mortgage Loan Borrower Related Party (as defined in the 1301 Fannin Intercreditor Agreement), the 1301 Fannin Controlling Holder shall be the Directing Certificateholder. Distributions. The right of the 1301 Fannin A Noteholder to receive payments of interest, principal and other amounts are senior to the rights of the 1301 Fannin B Noteholder. Under the terms of the 1301 Fannin Intercreditor Agreement, prior to the occurrence and continuance of a monetary event of default or material non-monetary event of default with respect to the 1301 Fannin Whole Loan (or, if such default has occurred, but the 1301 Fannin B Noteholder has cured such a default), after payment of amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent under the Pooling and Servicing Agreement, the 1301 Fannin B Noteholder will generally be entitled to receive its pro rata share of payments of interest and principal after the 1301 Fannin A Noteholder receives its pro rata share of payments of interest, principal and certain unreimbursed costs and expenses. Following the occurrence and during the continuance of a monetary event of default or other material non-monetary event of default with respect to the 1301 Fannin Whole Loan (unless the holder of the 1301 Fannin B Note has cured such a default), after payment of all amounts then payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent under the Pooling and Servicing Agreement, the B Noteholder will not be entitled to receive payments of principal or interest until the 1301 Fannin A Noteholder receives all its accrued interest and outstanding principal in full. For information regarding the servicing of the 1301 Fannin Whole Loan, see "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the 1301 Fannin B Note" in this prospectus supplement. THE 125 WEST 55TH STREET WHOLE LOAN With respect to one mortgage loan (identified as Loan No. 11 on Annex A-1 to this prospectus supplement) (the "125 West 55th Street Mortgage Loan"), representing approximately 2.36% of the Initial Pool Balance (or approximately 2.99% of the Initial Loan Group 1 Balance), the related Mortgaged Property also secures three other pari passu loans (the "125 West 55th Street Pari Passu Loans" and, together with the 125 West 55th Street Mortgage Loan, the "125 West 55th Street Whole Loan"). The 125 West 55th Street Pari Passu Loans each have Cut-off Date Balances of $50,000,000. The 125 West 55th Street Mortgage Loan and the 125 West 55th Street Pari Passu Loans have the same interest rate, maturity date and amortization term. The 125 West 55th Street Mortgage Loan is included in the trust. The 125 West 55th Street Pari Passu Loans are not assets of the trust. As of the Cut-off Date, one of the 125 West 55th Street Pari Passu Loans (the "125 West 55th Street A-1 Loan") has been transferred to the securitization trust created pursuant to the pooling and servicing agreement relating to the GECMC 2005-C2 Commercial Mortgage Pass-Through Certificates (the "GECMC 2005-C2 Pooling and Servicing Agreement"). As of the Cut-off Date, the other 125 West 55th Street Pari Passu Loans are owned by GACC, one of the Mortgage Loan Sellers. The related intercreditor agreement also permits GACC or an affiliate thereof, so long as it is the holder of a 125 West 55th Street Pari Passu Loans, to sell such loans at any time or to divide such retained loans into one or more "component" pari passu notes in the aggregate principal amount equal to the then outstanding loan being allocated, provided that the aggregate principal balance of the new pari passu loans following such amendments is no greater than the aggregate principal balance of the applicable 125 West 55th Street Pari Passu Loan prior to such amendments. The holders of the 125 West 55th Street Mortgage Loan and the 125 West 55th Street Pari Passu Loans have entered into an intercreditor agreement that sets forth the respective rights of each of the holders of the 125 West 55th Street Whole Loan and provides, in general, that: o the 125 West 55th Street Mortgage Loan and the 125 West 55th Street Pari Passu Loans are of equal priority with each other and no portion of any of them will have priority or preference over the other; and o all payments, proceeds and other recoveries on or in respect of the 125 West 55th Street Mortgage S-83 Loan and the 125 West 55th Street Pari Passu Loans will be applied to the 125 West 55th Street Mortgage Loan and the 125 West 55th Street Pari Passu Loans on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the master servicer, the special servicer and the trustee under the GECMC 2005-C2 Pooling and Servicing Agreement, the Master Servicer, the Special Servicer and the Trustee and any other service providers with respect to the 125 West 55th Street Whole Loan, in accordance with the terms of the GECMC 2005-C2 Pooling and Servicing Agreement, the Pooling and Servicing Agreement or any other related pooling and servicing agreement). The 125 West 55th Street Mortgage Loan will be serviced pursuant to the terms of the GECMC 2005-C2 Pooling and Servicing Agreement. For information regarding the servicing of the 125 West 55th Street Whole Loan, see "Servicing Under the Pooling and Servicing Agreement--Servicing of the Non-Serviced Mortgage Loans--Rights of the Holders of the 125 West 55th Street Whole Loan" in this prospectus supplement. THE ONE MAIN PLACE WHOLE LOAN AND THE TINLEY CROSSINGS-8151 W 183RD WHOLE LOAN With respect to one mortgage loan (identified as Loan No. 9 on Annex A-1 to this prospectus supplement) (the "One Main Place Mortgage Loan"), representing approximately 3.26% of the Initial Pool Balance (or approximately 4.13% of the Initial Loan Group 1 Balance), the related mortgaged property also secures a subordinate loan (the "One Main Place B Note" and, together with the One Main Place Mortgage Loan, the "One Main Place Whole Loan"). With respect to one mortgage loan (identified as Loan No. 69 on Annex A-1 to this prospectus supplement) (the "Tinley Crossings-8151 W 183rd Mortgage Loan" and, together with the One Main Place Mortgage Loan, the "Mezz Cap Mortgage Loans"), representing approximately 0.32% of the Initial Pool Balance (or approximately 0.41% of the Initial Loan Group 1 Balance), the related mortgaged property also secures a subordinate loan (the "Tinley Crossings-8151 W 183rd B Note" and, together with the Tinley Crossings-8151 W 183rd Mortgage Loan, the "Tinley Crossings-8151 W 183rd Whole Loan"). The One Main Place B Note and the Tinley Crossings-8151 W 183rd B Note are collectively referred to in this prospectus supplement as the "Mezz Cap B Notes." Each Mezz Cap Mortgage Loan, together with the applicable Mezz Cap B Note, shall be referred to in this prospectus supplement as a "Mezz Cap Whole Loan". The Mezz Cap Whole Loans, the 1301 Fannin Whole Loan and the Oglethorpe Mall Whole Loan shall each be referred to in this prospectus supplement as a "Serviced Whole Loan." The Mezz Cap B Notes, together with the 1301 Fannin B Note, shall be referred to in this prospectus supplement as the "Serviced B Notes." The Tinley Crossings-8151 W 183rd Mortgage Loan, the One Main Place Mortgage Loan, the 1301 Fannin Mortgage Loan and the Oglethorpe Mall Mortgage Loan shall be referred to in this prospectus supplement as the "Serviced Mortgage Loans." The One Main Place B Note is subordinate in right of payment to the One Main Place Mortgage Loan and has an unpaid principal balance as of the Cut-off Date of $4,000,000. The Tinley Crossings-8151 W 183rd B Note is subordinate in right of payment to the Tinley Crossings-8151 W 183rd Mortgage Loan and has an unpaid principal balance as of the Cut-off Date of $180,000. Only the Mezz Cap Mortgage Loans are included in the trust. The Mezz Cap B Notes are not assets of the trust. The holders of each Mezz Cap Mortgage Loan and the related Mezz Cap B Note entered into a separate intercreditor agreement, each of which sets forth the respective rights of each of the holders of the related Mezz Cap Whole Loan. Pursuant to the terms of the related intercreditor agreement, o the rights of the holder of the Mezz Cap B Note to receive payments are subordinate to the rights of the holder of the related Mezz Cap Mortgage Loan to receive payments of interest, principal and other amounts with respect thereto, o prior to the occurrence of (i) the acceleration of a Mezz Cap Mortgage Loan or the related Mezz Cap B Note, (ii) a monetary event of default or (iii) an event of default triggered by the bankruptcy of the borrower, the borrower will make separate monthly payments of principal and interest to the Master Servicer and the holder of the related Mezz Cap B Note, and o following the occurrence and during the continuance of (i) the acceleration of a Mezz Cap Mortgage Loan or its related Mezz Cap B Note, (ii) a monetary event of default or (iii) an event of default S-84 triggered by the bankruptcy of the borrower, the holder of such Mezz Cap B Note will not be entitled to receive any payment of principal or interest until the holder of the related Mezz Cap Mortgage Loan has been paid all of its unreimbursed costs and expenses, accrued and unpaid non-default interest and unpaid principal in full. The Cut-off Date LTV and DSCR of the One Main Place Whole Loan are 77.25% and 1.13x, respectively. The Cut-off Date LTV and DSCR of the Tinley Crossings-8151 W 183rd Whole Loan are 82.01% and 1.32x, respectively. For information regarding the servicing of the Mezz Cap Mortgage Loans, see "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the Mezz Cap B Notes" in this prospectus supplement. The Loews Universal Hotel Portfolio Pari Passu Loans, the 125 West 55th Street Pari Passu Loans and the Oglethorpe Mall Pari Passu Loan are collectively referred to herein as the "Pari Passu Loans." The Loews Universal Hotel Portfolio B Note, the 1301 Fannin B Note and the Mezz Cap B Notes are collectively referred to herein as the "B Notes." AFFILIATED BORROWER CONCENTRATIONS The largest concentration of non-cross-collateralized mortgage loans with affiliated borrowers consists of two mortgage loans (identified as Loan Nos. 10 and 34 on Annex A-1 to this prospectus supplement), representing approximately 3.54% of the Initial Pool Balance (both of which mortgage loans are in Loan Group 1, or approximately 4.48% of the Initial Loan Group 1 Balance). The primary sponsors under such mortgage loans are JP Morgan Fleming Asset Management, Columbia Equity Trust, Inc. (REIT) and JP Morgan Income & Growth Fund, New Plan Excel Realty Trust, Inc. For other affiliated borrower groups, see Annex A-1 to this prospectus supplement. SIGNIFICANT MORTGAGE LOANS No mortgage loan has an outstanding principal balance as of the Cut-off Date which exceeds 7.09% of the Initial Pool Balance. Such mortgage loan also represents approximately 8.98% of the Initial Loan Group 1 Balance. In addition, no mortgage loan in Loan Group 2 exceeds 20.23% of the Initial Loan Group 2 Balance. The following table sets forth information regarding the ten largest mortgage loans and/or cross-collateralized groups in the pool, which represent, in the aggregate, approximately 43.22% of the Initial Pool Balance. TEN LARGEST MORTGAGE LOANS OR CROSS-COLLATERALIZED GROUPS <TABLE> NUMBER NUMBER AGGREGATE % OF MORTGAGE LOAN OR OF OF CUT-OFF INITIAL CROSS-COLLATERALIZED LOAN MORTGAGE MORTGAGED DATE POOL GROUP NO. LOANS PROPERTIES BALANCE BALANCE - ------------------------- ------ ---------- ------------ --------------- --------- Oakland City Center...... 1 1 1 $150,000,000 7.09% Inland Hewitt Office Portfolio .............. 2 1 2 129,800,000 6.13 Garden City Plaza ....... 3 1 1 98,339,043 4.65 123 William Street ...... 4 1 1 90,000,000 4.25 Medici Apartments ....... 5 1 1 90,000,000 4.25 Loews Universal Hotel Portfolio ........ 6 1 3 80,000,000 3.78 Oglethorpe Mall ......... 7 1 1 74,918,248 3.54 1301 Fannin ............. 8 1 1 70,700,000 3.34 One Main Place .......... 9 1 1 69,000,000 3.26 The Barlow Building...... 10 1 1 61,750,000 2.92 - - ------------ ----- TOTAL/WEIGHTED AVERAGE ................ 10 13 $914,507,291 43.22% == == ============ ===== % OF APPLICABLE STATED MORTGAGE LOAN OR INITIAL LOAN REMAINING CUT-OFF LTV RATIO CROSS-COLLATERALIZED GROUP MORTGAGE TERMS DATE LTV AT GROUP BALANCE RATE (MOS.) DSCR(1) RATIO(1) MATURITY(1) - ------------------------- -------------- ---------- ----------- --------- ---------- ------------ Oakland City Center...... 8.98% 4.629% 57 3.56x 38.96% 38.96% Inland Hewitt Office Portfolio .............. 7.77% 5.040% 58 2.20x 57.79% 57.79% Garden City Plaza ....... 5.88% 5.518% 118 1.21x 79.37% 66.47% 123 William Street ...... 5.39% 5.369% 118 1.20x 78.26% 68.34% Medici Apartments ....... 20.23% 5.067% 59 1.74x 53.25% 53.25% Loews Universal Hotel Portfolio ........ 4.79% 4.725% 119 3.61x 52.84% 52.84% Oglethorpe Mall ......... 4.48% 4.891% 83 1.30x 69.02% 61.02% 1301 Fannin ............. 4.23% 5.630% 57 1.62x 70.00% 70.00% One Main Place .......... 4.13% 5.350% 83 1.26x 73.02% 68.87% The Barlow Building...... 3.70% 5.040% 84 1.72x 64.93% 64.93% ----- ----- --- ---- ----- ----- TOTAL/WEIGHTED AVERAGE ................ 5.088% 81 2.07X 61.65% 58.32% ===== === ===== ===== ===== </TABLE> S-85 - ---------- (1) With respect to the Mortgage Loans identified as Loan Nos. 6 and 7, the principal balance of the related Pari Passu Loans are included in the calculation of the DSCR and LTV Ratios and with respect to the Mortgage Loans identified as Loan Nos. 6, 8 and 9, the principal balance of the related B Note is not included in the calculation of the DSCR and LTV Ratios. APD LOANS Two mortgage loans (identified as Loan Nos. 2 and 15 on Annex A-1 to this prospectus supplement) (the "APD Loans"), representing approximately 7.98% of the Initial Pool Balance (or approximately 10.11% of the Initial Loan Group 1 Balance), provide that if, after a certain date (each, an "Anticipated Prepayment Date"), the borrower has not prepaid the respective APD Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the "Revised Rate") rather than the stated Mortgage Rate (the "Initial Rate"). The Anticipated Prepayment Date for each APD Loan is approximately 60 months and 120 months, respectively, after the origination date for the related APD Loan. The Revised Rate for the APD Loans is equal to the Initial Rate plus 2.5%. After the Anticipated Prepayment Date, the APD Loans further require that all cash flow available from the related Mortgaged Property, after payment of the constant periodic payment required under the terms of the related loan documents and all escrows and property expenses required under the related loan documents, be used to accelerate amortization of principal on the respective APD Loan. While interest at the Initial Rate continues to accrue and be payable on a current basis on the APD Loans after their respective Anticipated Prepayment Dates, the payment of interest at the excess of the Revised Rate over the Initial Rate for the APD Loans will be deferred and will be required to be paid, with interest, upon payment of the outstanding principal balance of the respective APD Loan in full. One APD Loan (identified as Loan No. 15 on Annex A-1 to this prospectus supplement), representing approximately 1.85% of the Initial Pool Balance (or approximately 2.34% of the Initial Loan Group 1 Balance) requires a hard lockbox and the related tenants are required to directly deposit rents or other revenues from the related Mortgaged Property into such hard lockbox. See "--Lock Box Accounts" below. The foregoing features, to the extent applicable, are designed to increase the likelihood that the APD Loans will be prepaid by their respective borrowers on or about their Anticipated Prepayment Dates. There can be no assurance that any borrower will prepay the related APD Loan on its Anticipated Prepayment Date. CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS All of the mortgage loans provide for scheduled payments of principal and/or interest due on the first day of each month. The mortgage loans have grace periods as set forth in the following table: OVERVIEW OF GRACE PERIODS <TABLE> % OF THE % OF THE NO. OF AGGREGATE PRINCIPAL % OF THE INITIAL LOAN INITIAL LOAN MORTGAGE BALANCE OF THE INITIAL POOL GROUP 1 GROUP 2 GRACE PERIOD LOANS MORTGAGE LOANS BALANCE BALANCE BALANCE - ---------------- ---------- --------------------- -------------- -------------- ------------- 0 Days ......... 2 $ 115,653,685 5.47% 6.92% 0.00% 5 Days ......... 129 1,950,457,573 92.17 90.09 100.00 6 Days ......... 1 50,000,000 2.36 2.99 0.00 --- -------------- ------ ------ ------ TOTAL .......... 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> Certain jurisdictions require a minimum of 7 to 15 days before late payment charges may be levied. However, all mortgage loans in such jurisdictions have a grace period with respect to default interest of not more than ten days, after which time default interest may be levied or other remedies pursued. The mortgage loans (other than the Mortgage Loan identified as Loan No. 11 on Annex A-1 to the prospectus supplement) bear interest at fixed rates. The interest rates for the Mortgage Loan identified as Loan No. 11 on Annex A-1 to the prospectus supplement will vary throughout the loan term and are set forth on Annex A-4 to this prospectus supplement. The mortgage loans accrue interest on the basis of the actual number of days in a month, assuming a 360-day year ("Actual/360 Basis") or accrue interest on the basis of twelve 30-day months, assuming a 360-day year ("30/360 Basis") as set forth in the following table: S-86 <TABLE> % OF THE % OF THE NO. OF AGGREGATE PRINCIPAL % OF THE INITIAL LOAN INITIAL LOAN MORTGAGE BALANCE OF THE INITIAL POOL GROUP 1 GROUP 2 INTEREST ACCRUAL BASIS LOANS MORTGAGE LOANS BALANCE BALANCE BALANCE - ------------------------ ---------- --------------------- -------------- -------------- ------------- Actual/360 ............. 129 $1,909,336,258 90.23% 89.24% 93.94% 30/360 ................. 3 206,775,000 9.77 10.76 6.06 --- -------------- ------ ------ ------ TOTAL .................. 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> The mortgage loans have the amortization characteristics set forth in the following table: AMORTIZATION TYPE <TABLE> % OF THE % OF THE NO. OF AGGREGATE PRINCIPAL % OF THE INITIAL LOAN INITIAL LOAN MORTGAGE BALANCE OF THE INITIAL POOL GROUP 1 GROUP 2 TYPE OF AMORTIZATION LOANS MORTGAGE LOANS BALANCE BALANCE BALANCE - ----------------------------------- ---------- --------------------- -------------- -------------- ------------- Interest Only Loans(1)(3) ......... 23 $ 878,781,400 41.53% 38.23% 53.93% Balloon Loans ..................... 55 568,231,633 26.85 26.56 27.95 IO Balloon Loans(2)(3) ............ 53 629,937,000 29.77 32.87 18.12 12 month IO period Loans ......... 6 58,896,000 2.78 3.52 0.00 24 month IO period Loans ......... 12 153,000,000 7.23 8.62 2.02 36 month IO period Loans ......... 12 130,326,000 6.16 6.01 6.70 48 month IO period Loans ......... 3 28,240,000 1.33 0.54 4.32 60 month IO period Loans ......... 17 178,545,000 8.44 9.33 5.07 72 month IO period Loans ......... 2 69,250,000 3.27 4.14 0.00 84 month IO period Loans ......... 1 11,680,000 0.55 0.70 0.00 Hyper-Amortizing Loans(4) ......... 1 39,161,225 1.85 2.34 0.00 -- -------------- ------ ------ ------ TOTAL ............................. 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> - ---------- (1) Includes one mortgage loan (identified as Loan No. 2 on Annex A-1 to this prospectus supplement) representing approximately 6.13% of the aggregate principal balance of the pool of Mortgage Loans as of the Cut-off Date (or approximately 7.77% of the aggregate principal balance of Loan Group 1 as of the Cut-off Date) that is also hyperamortizing. (2) The interest only period for these loans run from the related Mortgage Loan origination date. (3) With respect to ten mortgage loans (identified as Loan Nos. 14, 20, 21, 22, 24, 31, 35, 37, 38 and 60 on Annex A-1 to this prospectus supplement) representing approximately 9.10% of the aggregate principal balance of the pool of Mortgage Loans as of the Cut-off Date (or approximately 8.39% of the aggregate principal balance of Loan Group 1 and approximately 11.79% of the aggregate principal balance of Loan Group 2, as of the Cut-off Date) there is an additional one month synthetic interest only period representing the first monthly payment for each such mortgage loan because the first payment date for such mortgage loan is after the Cut-off Date. The mortgage loans identified as Loan Nos. 20, 22 and 38 on Annex A-1 to this prospectus supplement are interest only for the loan term, while the other seven mortgage loans are partial interest only loans. (4) Does not include Loan No. 2. S-87 Prepayment Provisions. Each mortgage loan prohibits any voluntary prepayments or defeasance for a specified period of time after its date of origination (a "Lock-out Period"). Following the expiration of the Lock-out Period, each mortgage loan restricts voluntary prepayments in one of the following ways: OVERVIEW OF VOLUNTARY PREPAYMENT PROTECTION <TABLE> % OF THE % OF THE NO OF AGGREGATE PRINCIPAL % OF THE INITIAL LOAN INITIAL LOAN MORTGAGE BALANCE OF THE INITIAL POOL GROUP 1 GROUP 2 PREPAYMENT PROTECTION LOANS MORTGAGE LOANS BALANCE BALANCE BALANCE - ------------------------------------------ ---------- --------------------- -------------- -------------- ------------- Lockout period followed by Defeasance..... 120 $1,790,633,550 84.62% 81.06% 97.99% Lockout period followed by Yield Maintenance Charge ...................... 10 250,557,708 11.84 14.16 2.01 Lockout period followed by Defeasance or Yield Maintenance .................... 2 74,920,000 3.54 4.48 0.00 --- -------------- ------ ------ ------ TOTAL .................................... 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> "Yield Maintenance Charge" means an amount calculated generally in accordance with the Int Diff (MEY) method for the applicable loans as indicated in the following definition of such terms. o "Int Diff (MEY)" refers to a method of calculation of a yield maintenance premium. Under this method, "Yield Maintenance" means a prepayment premium in an amount equal to the greater of (i) one half percent (0.5%) of the portion of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan being prepaid assuming a per annum interest rate equal to the excess of the Note Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, "Reinvestment Yield" means the yield rate for the specified United States Treasury security as described in the underlying Note converted to a monthly compounded nominal yield. The "Prepayment Calculation Date" means, as applicable, the date on which (i) Lender applies any prepayment to the reduction of the outstanding principal amount of this Note, (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration or (iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting from such an application (other than in connection with acceleration of the Loan). Loan No. 49 have been assumed to be in this category for purposes of Annex A-1 to this prospectus supplement. With respect to Loan No. 49, the yield maintenance premium will be calculated as described above but the Reinvestment Yield will mean the yield rate for the specified United States Treasury security as described above, converted to monthly compounded nominal yield plus 50 basis points. o "Int Diff (MEY)" refers to a method of calculation of a yield maintenance premium. Under this method, "Yield Maintenance" means a prepayment premium in an amount equal to the greater of (i) one percent (1%) of the portion of the Loan being prepaid, and (ii) the present value as of the Prepayment Calculation Date of a series of monthly payments over the remaining term of the Loan to and including the scheduled payment date that is three months prior to the maturity date, each equal to the amount of interest which would be due on the portion of the loan being prepaid assuming a per annum interest rate equal to the excess of the Note Rate over the Reinvestment Yield, and discounted at the Reinvestment Yield. As used herein, "Reinvestment Yield" means the yield rate for the specified United States Treasury security as described in the underlying Note converted to a monthly compounded nominal yield. The "Prepayment Calculation Date" means, as applicable, the date on which (i) Lender applies any prepayment to the reduction of the outstanding principal amount of this Note, (ii) Lender accelerates the Loan, in the case of a prepayment resulting from acceleration or (iii) Lender applies funds held under any Reserve Account, in the case of a prepayment resulting from such an application (other than in connection with acceleration of the Loan). Loan No. 53 have been assumed to be in this category for purposes of Annex A-1 to this prospectus supplement. With respect to Loan No. 53, the yield maintenance premium will be calculated as described above but the Reinvestment Yield will mean the yield rate for the specified United States Treasury security as described above, converted to monthly compounded nominal yield. S-88 With respect to 10 mortgage loans, identified as Loan Nos. 2, 9, 10, 34, 55, 70, 83, 92, 123 and 127 on Annex A-1 to this prospectus supplement representing approximately 14.38% of the Initial Pool Balance, "Yield Maintenance Charge" will generally, subject to variations, be equal to the greater of (i) a specified percentage of the amount being prepaid or (ii) the present value as of the prepayment date, of a series of "Monthly Amounts" assumed to be paid at the end of each month remaining from the prepayment date through the maturity date or the Anticipated Repayment Date (or a specific date as specified in the related loan documents), as applicable, of such mortgage loan, discounted at the "Discount Rate". "Monthly Amount" will generally mean the product of (i) the remaining principal balance of the such mortgage loan at each month, had the prepayment not occurred, multiplied by the "Prepayment Percentage" and divided by 12, and (ii) the positive result, if any, from (a) the rate derived from compounding semi-annually the Loan's Note Rate minus (b) the Discount Rate. The term "Prepayment Percentage" is a fraction with a numerator equal to the dollar amount of the prepayment and the denominator equal to the balance of the mortgage loan immediately prior to the prepayment, but subtracting for the scheduled amortization of such mortgage loan. The term "Discount Rate" referred to in the above calculation, generally means the yield on a U.S. Treasury security that has the most closely corresponding maturity date to the maturity date, or, the remaining weighted average life of the mortgage loan (or a specific date as specified in the related loan documents), and in some cases, converted to a monthly equivalent yield, and in some cases adjusted by a specified percentage (as described in the respective loan documents). Yield Maintenance Charges are distributable as described in this prospectus supplement under "Description of the Certificates--Allocation of Yield Maintenance Charges." Generally, all of the mortgage loans permit voluntary prepayment without the payment of any penalty for the final one to seven scheduled payments (including the scheduled payment on the stated maturity date or Anticipated Prepayment Date, as applicable). All of the mortgage loans that permit prepayments require that the prepayment be made on the due date or, if on a different date, that any prepayment be accompanied by the interest that would be due on the next due date. The laws of certain jurisdictions limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a mortgage loan. Provided no event of default exists, none of the mortgage loans require the payment of Yield Maintenance Charges in connection with a prepayment of the related mortgage loan as a result of a total casualty or condemnation. Certain of the mortgage loans may require the payment of Yield Maintenance Charges in connection with an acceleration of the related mortgage loan. There can be no assurances that the related borrowers will pay the Yield Maintenance Charges. See "Risk Factors--Risks Relating to Enforceability of Yield Maintenance Charges or Defeasance Provisions" in this prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the prospectus. Defeasance; Collateral Substitution; Partial Release. Except with respect to 10 mortgage loans (identified as Loan Nos. 2, 9, 49, 53, 55, 70, 83, 92, 123 and 127 on Annex A-1 to this prospectus supplement), representing approximately 11.84% of the Initial Pool Balance (or approximately 14.46% of the Initial Loan Group 1 Balance and approximately 2.01% of the Initial Loan Group 2 Balance), the terms of all of the mortgage loans permit the applicable borrower on any due date after a specified period (the "Defeasance Lockout Period") to obtain a release of a Mortgaged Property from the lien of the related Mortgage (a "Defeasance Option"). The Defeasance Lockout Period is at least two years from the Closing Date. The release is subject to certain conditions set forth in the mortgage loan documents, including, among other things, that the borrower: (a) pays or delivers to the Master Servicer on any due date (the "Release Date") (1) all interest accrued and unpaid on the principal balance of the Mortgage Note to and including the Release Date, (2) all other sums due under the mortgage loan and all other loan documents executed in connection with the related mortgage loan, (3) direct non-callable obligations of the United States of America or other government securities permitted under the related loan documents providing payments (x) on or prior to all successive scheduled payment dates from the Release Date to the related maturity date including the balloon payment date (or the Anticipated Prepayment Date), assuming, in the case of S-89 each APD Loan, that the loan prepays on the related Anticipated Prepayment Date and (y) in amounts at least equal to the scheduled payments due on each payment date under the mortgage loan or the related defeased portion of the mortgage loan in the case of a partial defeasance, including any balloon payment or other final payment on the related balloon date or Anticipated Prepayment Date, respectively, and (4) any costs and expenses incurred in connection with the purchase of the U.S. government obligations or government securities; and (b) delivers a security agreement granting the trust fund a first priority lien on the U.S. government obligations or government securities purchased as substitute collateral and an opinion of counsel relating to the enforceability of such security interest. In general, the related borrower will be responsible for purchasing the U.S. government obligations or government securities at its expense. Upon the borrower's pledge of the U.S. government obligations or government securities, the related Mortgaged Property (or portion thereof, in the case of partial defeasance) will be released from the lien of the mortgage loan and the pledged U.S. government obligations or government securities will be substituted as the collateral securing the mortgage loan (or portion thereof, in the case of partial defeasance). In general, a successor borrower established or designated by the related borrower will assume all of the defeased obligations of a borrower exercising a Defeasance Option under a mortgage loan and the borrower will be relieved of all of the defeased obligations under the mortgage loan. With respect to the defeasance provisions set forth above, the following mortgage loans permit partial defeasance as described below: o One multi-property mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement), representing approximately 3.78% of the Initial Pool Balance (or approximately 4.79% of the Initial Loan Group 1 Balance), permits the partial defeasance and release of each of the three individual hotel properties upon the delivery of defeasance collateral in an amount equal to 110% of the allocated loan amount for such release property, the satisfaction of a DSCR test and the satisfaction of other conditions specified in the loan documents. o One multi-property mortgage loan (identified as Loan No. 32 on Annex A-1 to this prospectus supplement), representing approximately 0.69% of the Initial Pool Balance (or approximately 0.87% of the Initial Loan Group 1 Balance), permits partial release of certain individual properties subject to certain conditions, including payment of a partial defeasance deposit in amount of 110% of allocated loan amount for release property; the remaining properties must have a 1.20x debt service coverage ratio (based on 7% mortgage constant); and the renewal of existing leases or re-letting of the space on specified terms. Although the collateral substitution provisions related to defeasance are not intended to be, and do not have the same effect on the Certificateholders as, a prepayment of the related mortgage loan, a court could interpret these provisions as being equivalent to an unenforceable Yield Maintenance Charge. We make no representation as to the enforceability of the defeasance provisions of any mortgage loan. The following mortgage loan permits a partial release without the delivery of defeasance collateral, as follows: o One mortgage loan (identified as Loan No. 37 on Annex A-1 to this prospectus supplement), representing approximately 0.61% of the Initial Pool Balance (or approximately 0.78% of the Initial Loan Group 1 Balance), permits partial release of a portion of the mortgaged property that is currently used for surface parking, subject to certain conditions, including payment of partial release consideration equal to 125% of the appraised value (if such appraised value is 5% or more of the overall property value); the debt service coverage ratio must not have been less than 1.20x for any quarter in the preceding three year period; applicable zoning, subdivision and separate tax lot requirements must be satisfied; and approval by the mortgaged property's tenants of proposed improvements on the release parcel. Any partial release consideration received will be held by the lender in an escrow account as additional collateral for the mortgage loan. S-90 In addition to the partial release provisions specified above, certain of the mortgage loans permit the release of a Mortgaged Property or a portion thereof where such property was given no or little value in connection with loan origination and underwriting criteria. Performance Escrows and Letters of Credit. In connection with the origination of certain mortgage loans, the related borrower was required to escrow funds or post a letter of credit related to obtaining certain performance objectives, including reaching targeted debt service coverage levels. Such funds will be released to the related borrower upon the satisfaction of certain conditions and the Special Servicer will be entitled to review any determination by the Master Servicer that such conditions have or have not been satisfied. Additionally, such mortgage loans allow, at the lender's option, or, in certain cases, require that such funds be applied to reduce the principal balance of the related mortgage loan if such conditions are not met. If such conditions are not satisfied and the lender has the discretion to retain the cash or letter of credit as additional collateral, the mortgagee will be directed in the Pooling and Servicing Agreement to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use such funds to reduce the principal balance of the related mortgage loan, unless holding such funds would otherwise be inconsistent with the Servicing Standard. If such funds are applied to reduce the principal balance of the mortgage loan, the trust fund would experience an early prepayment that may adversely affect the yield to maturity on your Certificates. In some cases, the related loan documents do not require payment of a yield maintenance charge or prepayment premium in connection with such prepayment. In addition, certain other mortgage loans have performance escrows or letters of credit; however, these loans do not contain conditions allowing the lender to use such funds to reduce the principal balance of the related mortgage loan unless there is an event of default. "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The mortgage loans contain "due-on-sale" and "due-on-encumbrance" provisions that in each case, with limited exceptions, permit the holder of the Mortgage to accelerate the maturity of the related mortgage loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or if equity interests in the borrower or certain affiliates of the borrower are transferred without the consent of the holder of the Mortgage; provided, however, under the terms of certain of the mortgage loans, this consent must be granted if certain conditions are met. Certain of the Mortgaged Properties have been, or may become, subject to additional financing. See "--General" above. The Master Servicer, with respect to mortgage loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, will be required to exercise (or waive its right to exercise) any right it may have with respect to a mortgage loan (other than a Non-Serviced Mortgage Loan) containing a "due-on-sale" clause to either (a) accelerate the payments on those mortgage loans or (b) withhold its consent to any sale or transfer of an interest in the related Mortgaged Property, in a manner that is consistent with the Servicing Standard; provided, that neither the Master Servicer nor the Special Servicer will be permitted to waive its right to exercise any such right with respect to any mortgage loan (together with any mortgage loans cross-collateralized with such mortgage loans) that represents one of the ten largest mortgage loans based on Stated Principal Balance unless it first obtains a confirmation that such waiver would not result in the downgrade, withdrawal or qualification of the then-current ratings on any class of outstanding Certificates from: o Fitch, with respect to any mortgage loan (together with any mortgage loans cross-collateralized with such mortgage loans) that represents one of the ten largest mortgage loans based on Stated Principal Balance, and o S&P, with respect to any mortgage loan, if (a) such mortgage loan represents 5% or more of the Stated Principal Balance of all of the mortgage loans held by the trust, (b) the Stated Principal Balance of the mortgage loan is over $35,000,000, or (c) such mortgage loan is one of the ten largest mortgage loans in the trust based on principal balance. Notwithstanding the foregoing, the Master Servicer will not be permitted to waive its right to exercise such right with respect to any mortgage loan, unless (a) the Master Servicer has notified the Special Servicer of such waiver, (b) the Master Servicer has submitted its written recommendation and analysis to the Special Servicer, (c) the Master Servicer has submitted to the Special Servicer the documents within the possession of the Master Servicer that are reasonably requested by the Special Servicer, (d) the Special S-91 Servicer has approved such waiver and notified the Directing Certificateholder of the request for the waiver and of the Master Servicer's and its own approval and (e) the Directing Certificateholder has informed the Special Servicer that it has approved such waiver; provided, however, that if the Directing Certificateholder fails to respond within five days following receipt of the Special Servicer's recommendation, then the waiver will be deemed approved. The Master Servicer, with respect to mortgage loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, will be required to exercise (or waive its right to exercise) any right it may have with respect to a mortgage loan (other than a Non-Serviced Mortgage Loan) containing a "due-on-encumbrance" clause to either (a) accelerate the payments thereon, or (b) withhold its consent to the creation of any additional lien or other encumbrance on the related Mortgaged Property or in the equity of the related borrower, in a manner that is consistent with the Servicing Standard; provided, that neither the Master Servicer nor the Special Servicer will be permitted to waive its right to exercise any such right unless it first obtains a confirmation that such waiver would not result in the downgrade, withdrawal or qualification of the then-current ratings on any class of outstanding Certificates from: o Fitch, with respect to any mortgage loan (together with any mortgage loans cross-collateralized with such mortgage loans) that represents one of the ten largest mortgage loans based on Stated Principal Balance, and o S&P, if the applicable mortgage loan (A) represents 2% (or 5% if the pool balance is less than $100,000,000) or more of the Stated Principal Balance of all of the mortgage loans by the trust, (B) has a principal balance over $20,000,000, (C) is one of the ten largest mortgage loans based on Stated Principal Balance, (D) has a loan-to-value ratio (which includes existing, permitted and proposed additional debt of the related borrower, if any) that is greater than or equal to 85%, or (E) a Debt Service Coverage Ratio (which includes debt service on existing, permitted and proposed additional debt of the related borrower, if any) that is less than 1.20x. Notwithstanding the foregoing, the Master Servicer will not be permitted to waive its right to exercise such right with respect to any mortgage loan, unless (a) the Master Servicer has notified the Special Servicer of such waiver, (b) the Master Servicer has submitted its written recommendation and analysis to the Special Servicer, (c) the Master Servicer has submitted to the Special Servicer the documents within the possession of the Master Servicer that are reasonably requested by the Special Servicer, (d) the Special Servicer has approved such waiver and notified the Directing Certificateholder of the request for the waiver and of the Master Servicer's and its own approval and (e) the Directing Certificateholder has informed the Special Servicer that it has approved such waiver; provided, however, that if the Directing Certificateholder has failed to respond within five days following receipt of the Special Servicer's recommendation, then the waiver will be deemed approved. Notwithstanding the foregoing, with respect to the 1301 Fannin Whole Loan, prior to the occurrence and continuance of a 1301 Fannin Control Appraisal Event, the rights sets forth will be exercised by the 1301 Fannin B Noteholder. See "Servicing Under the Pooling and Servicing Agreement--Rights of the Holders of the 1301 Fannin B Note--Consultation and Consent" in this prospectus supplement. In addition, the ability of the Master Servicer to exercise a "due-on-sale" clause or "due-on-encumbrance" clause may also be subject to the approval of the holder of any related mezzanine debt. Notwithstanding the foregoing, the existence of any additional indebtedness may increase the difficulty of refinancing the related mortgage loan at maturity or the Anticipated Prepayment 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 "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance" and "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the prospectus. S-92 ADDITIONAL MORTGAGE LOAN INFORMATION The descriptions in this prospectus supplement, including Annex A-1, A-2 and A-3 set forth certain anticipated characteristics of the mortgage loans as of the Cut-off Date. Such amounts have been calculated assuming the scheduled payment in August 2005 for each mortgage loan has been made. The sum in any column may not equal the indicated total due to rounding. The descriptions in this prospectus supplement of the mortgage loans and the Mortgaged Properties are based upon the pool of mortgage loans as it is expected to be constituted as of the close of business on the Closing Date, assuming that (1) all scheduled principal and/or interest payments due on or before the Cut-off Date will be made and (2) there will be no principal prepayments on or before the Cut-off Date. Prior to the issuance of the Certificates, one or more mortgage loans (including mortgage loans specifically described in this prospectus supplement) may be removed from the pool of mortgage loans as a result of prepayments, delinquencies, breaches of representations and warranties, incomplete documentation or for any other reason, if the Depositor or a Mortgage Loan Seller deems the removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the pool of mortgage loans prior to the issuance of the Certificates, unless including those mortgage loans would materially alter the characteristics of the pool of mortgage loans as described in this prospectus supplement. The Depositor believes that the information set forth in this prospectus supplement will be representative of the characteristics of the pool of mortgage loans as it will be constituted at the time the Certificates are issued, although the range of mortgage rates and maturities as well as other characteristics of the mortgage loans described in this prospectus supplement may vary. A Current Report on Form 8-K (the "Form 8-K") will be available to purchasers of the Offered Certificates on or shortly after the Closing Date and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within 15 days after the initial issuance of the Offered Certificates. If mortgage loans are removed from or added to the pool of mortgage loans as set forth in the preceding paragraph, the removal or addition will be noted in the Form 8-K. With respect to each of the 1301 Fannin Mortgage Loan, the Oglethorpe Mall Mortgage Loan, the 125 West 55th Street Mortgage Loan, the Loews Universal Hotel Portfolio Mortgage Loan, the One Main Place Mortgage Loan and the Tinley Crossings-8151 W 183rd Mortgage Loan, as to which the related mortgaged property also secures one or more Pari Passu Loans and/or a B Note, the loan amount used in this prospectus supplement for calculating the related LTV Ratio and the related DSCR includes the principal balance of any related Pari Passu Loan and excludes the principal balance of any B Note. The loan amount used for weighting the related LTV Ratio and related DSCR includes the balance of such mortgage loan and excludes the balance of any Pari Passu Loan and any B Note. For a detailed presentation of certain characteristics of the mortgage loans and the Mortgaged Properties on an individual basis, see Annex A-1 to this prospectus supplement. The tables presented on Annex A-3 that are entitled "Range of Debt Service Coverage Ratios as of the Cut-off Date" set forth a range of Debt Service Coverage Ratios for the mortgage loans as of the Cut-off Date. For purposes of this prospectus supplement, Annex A-1, Annex A-2 and Annex A-3, the "Debt Service Coverage Ratio" or "DSCR" for any mortgage loan is the ratio of (1) Underwritten Net Cash Flow for the related Mortgaged Property or Mortgaged Properties to (2) the aggregate amount of the scheduled payments of principal and/or interest (the "Periodic Payments") due for the first 12-month period immediately following the origination of the mortgage loan, except with respect to: (i) 23 mortgage loans, representing approximately 41.53% of the Initial Pool Balance (or approximately 38.23% of the Initial Loan Group 1 Balance and 53.93% of the Initial Loan Group 2 Balance), where Periodic Payments are interest-only for the entirety of their respective loan terms, and (ii) the mortgage loans that are partial interest only loans. For the mortgage loans identified in clause (i) above, DSCR is based on interest payments only. For the mortgage loans identified in clause (ii) above, DSCR is based on the principal and interest payment due for the 12-month period immediately following the end of the applicable interest only period. The tables presented on Annex A-3 that are entitled "Range of LTV Ratios as of the Cut-off Date" and "Range of LTV Ratios as of Mortgage Loan Maturity Dates" set forth the range of LTV Ratios of the mortgage loans as of the Cut-off Date and the stated maturity dates of the mortgage loans. For purposes of this S-93 prospectus supplement, Annex A-1, Annex A-2 and Annex A-3, an "LTV Ratio" for any mortgage loan, as of any date of determination, is a fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of the mortgage loan as of that date (assuming no defaults or prepayments on the mortgage loan prior to that date), and the denominator of which is the appraised value of the related Mortgaged Property or Mortgaged Properties as determined by an appraisal of the property obtained in connection with the origination of the mortgage loan. The LTV Ratio as of the mortgage loan maturity date, described below was calculated based on the principal balance of the related mortgage loan on the maturity date, assuming all principal payments required to be made on or prior to the mortgage loan's maturity date (not including the balloon payment), are made. In addition, because it is based on the value of a Mortgaged Property determined as of loan origination, the information set forth in Annex A-3 is not necessarily a reliable measure of the related borrower's current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property could have decreased from the appraised value determined at origination and the current actual loan-to-value ratio of a mortgage loan may be higher than its LTV Ratio at origination even after taking into account amortization since origination. Other considerations to the determination of DSCR and LTV are as follows: o With respect to two mortgage loans (identified as Loan Nos. 35 and 56 on Annex A-1 to this prospectus supplement), representing approximately 1.04% of the Initial Pool Balance (approximately 4.94% of the Initial Loan Group 2 Balance), DSCR, Cut-off Date LTV Ratio and LTV Ratio at Maturity in the tables presented on Annex A-3 and in this prospectus supplement were calculated after reducing from the Cut-off Date Balance and maturity date balance the holdback escrow identified in footnote 6 to Annex A-1 to this prospectus supplement (and making corresponding reductions to the monthly debt service). o With respect to seven mortgage loans (identified as Loan Nos. 36, 63, 92, 102, 125, 131 and 132 on Annex A-1 to this prospectus supplement), representing approximately 1.64% of the Initial Pool Balance (or approximately 2.08% of the Initial Loan Group 1 Balance), DSCR in the tables presented on Annex A-3 and in this prospectus supplement was calculated after reducing from the respective Cut-off Date Balance and maturity date balance the holdback escrows and letters of credit identified in footnote 5 to Annex A-1 to this prospectus supplement (and making corresponding reductions to the monthly debt service). o In addition, with respect to each of the six Mortgage Loans and the Non-Serviced Mortgage Loans, as to which the related Mortgaged Property also secures one or more Pari Passu Loans and/or a B Note, the loan amount used in this prospectus supplement for calculating the related LTV Ratio and the related DSCR includes the principal balance of any related Pari Passu Loan and excludes the principal balance of any B Note. The loan amount used for weighting the related LTV Ratio and related DSCR includes the balance of such mortgage loan and excludes the balance of any Pari Passu Loan and any B Note. The characteristics presented in Annex A-3, along with certain additional characteristics of the mortgage loans presented on a loan-by-loan basis, are set forth on Annex A-1 to this prospectus supplement. Certain additional information regarding the mortgage loans is set forth in this prospectus supplement below under "--Underwriting Standards" and "--Representations and Warranties; Repurchases and Substitutions" and in the prospectus under "Description of the Trust Funds--Mortgage Loans" and "Certain Legal Aspects of Mortgage Loans." For purposes of the information presented in this prospectus supplement, Annex A-1, Annex A-2, and Annex A-3, a Mortgaged Property is, in some cases, considered "occupied" by a tenant if such tenant has executed a lease to occupy such Mortgaged Property even though the applicable tenant has not taken physical occupancy. UNDERWRITTEN NET CASH FLOW The "Underwritten Net Cash Flow" for a Mortgaged Property is generally the estimated stabilized annual revenue derived from the use and operation of the Mortgaged Property (consisting primarily of rental income and reimbursement of expenses where applicable) after an allowance for vacancies, concessions S-94 and credit losses, less estimated stabilized annual expenses, including operating expenses (such as utilities, administrative expenses, repairs and maintenance, tenant improvement costs, leasing commissions, management fees and advertising), fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments) and reserves for capital expenditures, including tenant improvement costs, leasing commissions and replacement reserves. In calculating Underwritten Net Cash Flow, certain non-operating items such as depreciation, amortization, partnership distributions, interest expense, financing fees and capital expenditures other than applicable reserves, are not included as expenses. Underwritten Net Cash Flow reflects the calculations and adjustments used by the Mortgage Loan Sellers for their underwriting process and any updates thereof and may or may not reflect the amounts calculated and adjusted by Fitch and S&P for their own analysis. In addition, Underwritten Net Cash Flow and the DSCRs derived therefrom are not a substitute for cash flow as determined in accordance with generally accepted accounting principles as a measure of the results of the property's operation or a substitute for cash flows from operating activities determined in accordance with generally accepted accounting principles as a measure of liquidity. Revenue. In determining potential gross revenue for each Mortgaged Property, the Mortgage Loan Sellers generally relied on the most recent rent roll supplied by the borrower as of the date of such determination and, where the actual vacancy shown on the rent roll and other unaudited financial information and the market vacancy was less than 5.0%, assumed at least 5.0% vacancy in determining revenue from rents, except that in the case of certain Mortgaged Properties which are not secured by multifamily properties, space occupied by the anchor or single tenants or other large creditworthy tenants may have been disregarded in performing the vacancy adjustment due to the length of the related leases or creditworthiness of the tenants, in accordance with the respective Mortgage Loan Seller's underwriting standards. Where the actual or market vacancy was not less than 5.0%, the Mortgage Loan Sellers determined revenue from rents by generally relying on the most recent rent roll supplied by the borrower as of the date of such determination and the greater of (a) actual vacancy at the related Mortgaged Property, (b) vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining rental revenue for multifamily, manufactured housing community and self storage properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one to twelve month periods. For the other rental properties, the Mortgage Loan Sellers generally annualized rental revenue shown on the most recent rent roll (as applicable), including in some instances leased but unoccupied space or signed leases on spaces being built out or future rental increases, after applying the vacancy factor. In the case of hotel properties, gross receipts were generally determined based upon the average occupancy not to exceed 80.0% and daily rates achieved during the trailing 12 months. In general, any non-recurring items and non-property related revenue were eliminated from the calculation. Rents under some leases were adjusted downward to reflect market rent for similar properties if actual rent was significantly higher than market rent. For newly constructed properties with little or no historical operating information, revenue was based on information in appraisals, rent rolls, contractual leases and other borrower supplied information. Expenses. In determining expenses for each Mortgaged Property, the related Mortgage Loan Seller generally relied on rolling 12-month operating statements and/or full-year or year-to-date financial statements supplied by the borrower. Notwithstanding the foregoing, (a) if tax or insurance expense information more current than that reflected in the financial statements was available, the newer information was generally used, (b) property management fees were generally assumed to be 3.0% to 5.0% of effective gross revenue, (c) assumptions were made with respect to reserves for leasing commissions, tenant improvement expenses and capital expenditures and (d) expenses were assumed to include annual replacement reserves. In some cases historical expenses were increased for underwriting purposes. Replacement Reserves. Replacement reserves, if any, are reserves escrowed or underwritten for ongoing items such as repairs and replacements, including, in the case of hotel properties, reserves for furniture, fixtures and equipment. In certain cases, however, a letter of credit was provided in lieu thereof or the subject reserve may have been underwritten but not funded or will be subject to a maximum amount, and once that maximum amount is reached the subject reserve will not be funded except, in some cases, to the extent it is drawn upon. S-95 No assurances are given with respect to the accuracy of information provided by borrowers or the adequacy of procedures used by the related Mortgage Loan Seller in determining the operating information presented. Loans originated by the Mortgage Loan Sellers generally conform to the above-described underwriting guidelines. However, there can be no assurance that each mortgage loan conforms in its entirety to the guidelines described above. ASSESSMENTS OF PROPERTY CONDITION Property Inspections. All of the Mortgaged Properties were inspected at or about the time of the origination or acquisition of the related mortgage loan to assess their general condition. No inspection revealed any patent structural deficiency or any deferred maintenance considered material and adverse to the interest of the holders of the Offered Certificates or for which adequate reserves or letters of credit have not been established. Appraisals. All of the Mortgaged Properties were appraised at or about the time of the origination of the related mortgage loans. All of these appraisals stated that they were performed in compliance with the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal Standards Board of the Appraisal Foundation and accepted and incorporated into the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended ("FIRREA"). The purpose of each appraisal was to provide an opinion as to the market value of the related Mortgaged Property and are not guarantees of, and may not be indicative of, present or future value. We cannot assure you that another appraiser would have arrived at the same opinion of market value. Appraised value is the appraiser's estimated amount a typically motivated buyer would pay a typically motivated seller and may be significantly higher than the amount obtained from the sale of a Mortgaged Property in a distressed or liquidation sale. Environmental Reports. A "Phase I" environmental site assessment was performed with respect to each Mortgaged Property and, in some cases, a "Phase II" environmental site assessment or other additional testing was performed. See "--Representations and Warranties; Repurchases and Substitutions" below. Building Condition Reports. At or about the time of the origination of all mortgage loans, a licensed engineer or consultant inspected each related Mortgaged Property to assess the condition of the structure, exterior walls, roofing, interior structure, mechanical and electrical systems and site improvements. The resulting reports indicated deferred maintenance items on certain Mortgaged Properties and recommended certain capital improvements for which escrows were generally established at origination and the reports were used in determining underwritten net cash flow and capital reserves, if any. Generally, with respect to the majority of the Mortgaged Properties, the related borrowers were required to deposit with the lender (or provide a letter of credit in lieu thereof) an amount equal to at least 125% of the licensed engineer's estimated cost of the recommended repairs, corrections or replacements to assure their completion. In addition, the building condition reports provided a projection of necessary replacements and repair of structural and mechanical systems over the life of the related mortgage loans. Earthquake Analyses. An architectural and engineering consultant performed an analysis on 28 Mortgaged Properties, securing mortgage loans representing approximately 23.30% of the Initial Pool Balance and located primarily in the State of California, in order to evaluate the structural and seismic condition of the property and to assess, based primarily on statistical information, the probable maximum loss for the property in an earthquake scenario. Five of the 28 Mortgaged Properties described above securing mortgage loans (identified as Loan Nos. 1, 15.2, 49, 65 and 70 on Annex A-1 to this prospectus supplement), representing approximately 8.75% of the Initial Pool Balance (which include four mortgaged properties in Loan Group 1, or approximately 10.69% of the Initial Loan Group 1 Balance, and which include one mortgaged property in Loan Group 2, or approximately 1.48% of the Initial Loan Group 2 Balance), are covered by earthquake insurance in an amount at least equal to the lesser of the replacement cost of the improvements on such Mortgaged Property and the outstanding principal balance of the related mortgage loan. The remaining 23 Mortgaged Properties have a probable maximum loss percentage at or below 20%. Seismic reports were generally not done for manufactured housing community properties. S-96 THE MORTGAGE LOAN SELLERS The Mortgage Loan Sellers are GECC, GACC and Bank of America. GECC is the parent corporation of the Depositor. See "The Depositor" in the prospectus. GECC directly originated (generally, in accordance with the underwriting criteria described below) all of the mortgage loans acquired by the Depositor from GECC (except with respect to one mortgage loan (identified as Loan No. 121 on Annex A-1 to this prospectus supplement), which was acquired by GECC after underwriting and closing such mortgage loan as originating agent for the related mortgage Lender). GACC or an affiliate of GACC directly originated (generally, in accordance with the underwriting criteria described below) all of the mortgage loans acquired by the Depositor from GACC. Bank of America is an affiliate of Banc of America Securities LLC, one of the Underwriters. Bank of America or its conduit participants directly originated (generally, in accordance with the underwriting criteria described below) all of the mortgage loans acquired by the Depositor from Bank of America. The information set forth in this prospectus supplement concerning the Mortgage Loan Sellers and their underwriting standards has been provided by the Mortgage Loan Sellers, and neither the Depositor nor the Underwriters make any representation or warranty as to the accuracy or completeness of that information. UNDERWRITING STANDARDS GECC's Underwriting Standards General. Through its GE Real Estate business, GECC has been lending and investing in the commercial real estate industry for over 25 years and has a portfolio of approximately $30.4 billion of assets. GE Real Estate originates commercial mortgage loans through approximately 18 offices located throughout the United States. The risk-management (loan underwriting and closing) functions are centralized and separate from loan origination. Loan Analysis. All GECC credit underwriting is performed by GECC risk-management employees. GECC performs both a credit analysis and a collateral analysis with respect to each loan. The credit analysis of the borrower includes a review of historical tax returns, third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower and principals of the borrower. Generally, borrowers are required to be single-purpose entities. The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Historical cash flow verification is performed in most cases by staff of a "big four" accounting firm and reviewed by GECC underwriting staff. All anchor leases are reviewed by legal counsel and by GECC underwriting staff. GECC also performs a qualitative analysis which generally incorporates independent credit checks, periodical searches, industry research and published debt and equity information with respect to certain tenants located within the collateral. A member of the loan underwriting team also conducts a site inspection to confirm the occupancy rate of the Mortgaged Property, analyze the market, confirm proactive management and assess the utility of the Mortgaged Property within the market. GECC requires third party appraisals, as well as environmental reports, building condition reports and seismic reports, if applicable. Each report is reviewed for acceptability by a GECC staff member for compliance with program standards and the staff member approves or rejects the report. The results of these reviews are incorporated into the underwriting report. Generally, underwriting is done prior to the closing of the mortgage loan. There can be no assurance that such financial, occupancy and other information remains accurate. Loan Approval. Prior to commitment, all mortgage loans must be approved by GE Capital Real Estate's credit committee (the make-up of which varies by loan size) in accordance with its credit policies. The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction. S-97 Debt Service Coverage Ratio and LTV Ratio. GECC's underwriting standards generally require the following minimum Debt Service Coverage Ratios and maximum LTV Ratios for each of the indicated property types: <TABLE> PROPERTY TYPE DSCR GUIDELINE LTV RATIO GUIDELINE - ------------------------------------ ---------------- -------------------- Anchored Retail ............... 1.20x 80.0% Unanchored Retail ............. 1.20x 80.0% Multifamily ................... 1.20x 80.0% Office ........................ 1.20x 80.0% Manufactured Housing .......... 1.20x 80.0% Self Storage .................. 1.20x 80.0% Industrial/Warehouse .......... 1.20x 80.0% Hotel ......................... 1.40x 70.0% </TABLE> The Debt Service Coverage Ratio guidelines listed above are calculated based on Underwritten Net Cash Flow at origination. Therefore, the debt service coverage ratio for each mortgage loan as reported elsewhere in this prospectus supplement and Annex A-1 to this prospectus supplement may differ from the amount calculated at the time of origination. In addition, GECC's underwriting guidelines generally permit a maximum amortization period of 30 years. However, notwithstanding the foregoing, in certain circumstances the actual Debt Service Coverage Ratios, as may be the case with mortgage loans that have performance holdback amounts and letters of credit, and LTV Ratios for the mortgage loans originated by GECC may vary from these guidelines. See "Description of the Mortgage Pool" in this prospectus supplement and Annex A-1 to this prospectus supplement. Escrow Requirements. GECC often requires borrowers to fund various escrows for taxes and insurance, capital expenses and/or replacement reserves. In some cases, the borrower is permitted to post a letter of credit in lieu of funding a given reserve or escrow. Generally, the required escrows for mortgage loans originated by GECC are as follows: o Taxes--Typically an initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide GECC with sufficient funds to satisfy all taxes and assessments at least one month prior to their respective due dates. o Insurance--If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12 of the annual property insurance premium are required to provide GECC with sufficient funds to pay all insurance premiums at least one month prior to their respective due dates. If the property is covered by a blanket policy of insurance, GECC generally reserves the right in the mortgage to require a separate insurance policy and insurance escrows in certain circumstances. o Replacement Reserves--Replacement reserves are calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Notwithstanding the actual level of escrowed reserves, the following minimum replacement reserve levels were generally assumed by GECC in determining Underwritten Net Cash Flow: <TABLE> Retail ....................... $0.15 per square foot Multifamily .................. $200.00-$250.00 per unit Office ....................... $0.20 per square foot Manufactured Housing ......... $40.00-$50.00 per pad Self Storage ................. $0.15 per square foot Industrial/Warehouse ......... $0.15 per square foot Hotel ........................ 4-5% of revenues </TABLE> S-98 o Completion Repair/Environmental Remediation--Typically, a completion repair or remediation reserve is required if so indicated by the building condition report. An initial deposit, upon funding of the mortgage loan generally in an amount equal to at least 125% of the estimated costs of repairs or replacements to be completed within the first year of the mortgage loan pursuant to the building condition report is generally required. o Re-tenanting--In most cases, major tenants and a significant number of smaller tenants have lease expirations within the mortgage loan term. To mitigate this risk, reserves for loans secured by commercial properties may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with releasing the space occupied by the tenants. Loans originated by GECC generally conform to the above described underwriting guidelines. However, there can be no assurance that each loan originated by GECC conforms in its entirety to the guidelines described above. GACC's Underwriting Standards General. All of the mortgage loans sold to the Depositor by GACC were originated by GACC, or an affiliate of GACC, in each case, generally in accordance with the underwriting criteria described herein. GACC originates loans secured by retail, multifamily, office, self storage and industrial properties as well as manufactured housing communities located in the United States. Loan Analysis. In connection with the origination or acquisition of the mortgage loans, GACC conducted extensive review of the related Mortgaged Property, including an analysis of the appraisal, environmental report, property operating statements, financial data, rent rolls and related information or statements of occupancy rates provided by the borrower and, with respect to the mortgage loans secured by retail and office properties, certain major tenant leases and the tenant's credit. The credit of the borrower and certain key principals of the borrower are examined for financial strength and character prior to approval of the loan through a review of historical tax returns, third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower and principals of the borrower. Generally, borrowers are required to be single-purpose entities. A member of the GACC underwriting or due diligence team visits the property for a site inspection to confirm the occupancy rates of the property, analyze the property's market and the utility of the property within the market. Unless otherwise specified herein, all financial occupancy and other information contained herein is based on such information and there can be no assurance that such financial, occupancy and other information remains accurate. Loan Approval. Prior to commitment, all mortgage loans must be approved by GACC's credit committee (the make-up of which varies by loan size) in accordance with its credit policies. The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction. Debt Service Coverage Ratio and LTV Ratio. GACC's underwriting standards generally require the following minimum Debt Service Coverage Ratios and maximum LTV Ratios for each of the indicated property types: <TABLE> PROPERTY TYPE DSCR GUIDELINE LTV RATIO GUIDELINE - ------------------------------------ ---------------- -------------------- Anchored Retail ............... 1.25x 75% Unanchored Retail ............. 1.30x 70% Multifamily ................... 1.20x 80% Office ........................ 1.25x 75% Manufactured Housing .......... 1.20x 80% Self Storage .................. 1.30x 70% Industrial/Warehouse .......... 1.25x 75% Hotel ......................... 1.60x 70% </TABLE> The Debt Service Coverage Ratio guidelines listed above are calculated based on Underwritten Net Cash Flow at origination. Therefore, the Debt Service Coverage Ratio for each mortgage loan as reported S-99 elsewhere in this prospectus supplement and Annex A-1 to this prospectus supplement may differ from the amount calculated at the time of origination. In addition, GACC's underwriting guidelines generally permit a maximum amortization period of 30 years. However, notwithstanding the foregoing, in certain circumstances the actual Debt Service Coverage Ratios and LTV Ratios for the mortgage loans originated by GACC may vary from these guidelines. See "Description of the Mortgage Pool" in this prospectus supplement and Annex A-1 to this prospectus supplement. Escrow Requirements. GACC generally requires a borrower to fund various escrows for taxes and insurance, replacement reserves, TI/LC and capital expenses. In some cases, the borrower is permitted to post a letter of credit or guaranty in lieu of funding a given reserve or escrow. Generally, the required escrows for mortgage loans originated by GACC are as follows: o Taxes and Insurance--Typically, an initial deposit and monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) and annual insurance premium are required to provide GACC with sufficient funds to satisfy all taxes and insurance bills prior to their respective due dates. o Replacement Reserves--Monthly deposits generally based on the greater of the amount recommended pursuant to a building condition report prepared for GACC or the following minimum amounts: <TABLE> Retail ................................. $0.20 per square foot Multifamily ............................ $250.00 per unit Office ................................. $0.20 per square foot Manufactured Housing Community ......... $50.00 per pad Self Storage ........................... $0.15 per square foot Industrial/Warehouse ................... $0.20 per square foot Hotel .................................. 5% of revenues </TABLE> o Deferred Maintenance/Environmental Remediation--Generally, an initial deposit, upon funding of the mortgage loan, in an amount equal to at least 125% of the estimated costs of the recommended substantial repairs or replacements pursuant to the building condition report completed by a licensed third-party engineer and the estimated costs of environmental remediation expenses as recommended by an independent environmental assessment. In some cases, borrowers are permitted to substitute environmental insurance policies in lieu of reserves. o Re-tenanting--In most cases, major tenants and a significant number of smaller tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be established to be funded either at closing and/or during the mortgage loan term to cover certain anticipated leasing commissions and/or tenant improvement costs which may be associated with re-leasing the space occupied by these tenants. Loans originated by GACC generally conform to the above described underwriting guidelines. However, there can be no assurance that each loan originated by GACC conforms in its entirety to the guidelines described above. Bank of America's Underwriting Standards General. Bank of America's commercial real estate finance group has the authority, with the approval from the appropriate credit committee to originate fixed-rate, first lien mortgage loans for securitization. Bank of America's commercial real estate operation is a vertically integrated entity, staffed by real estate professionals. Bank of America's loan underwriting group is an integral component of the commercial real estate finance group which also includes distinct groups responsible for loan origination and closing mortgage loans. Upon receipt of a loan package, Bank of America's loan underwriters commence an extensive review of the borrower's financial condition and creditworthiness and the real estate which will secure the loan. Loan Analysis. Generally, Bank of America performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the S-100 borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Bank of America also performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are generally not required to be bankruptcy-remote entities. The collateral analysis includes an analysis of the historical property operating statements, rent rolls and a projection of future performance and a review of tenant leases. Bank of America requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a Bank of America staff member for compliance with program standards and such staff member approves or rejects such report. The results of these reviews are incorporated into the underwriting report. Loan Approval. Prior to commitment, all mortgage loans must be approved by Bank of America in accordance with its credit policies. Escrow Requirements. Bank of America requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Bank of America are as follows: o Taxes--Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide for sufficient funds to satisfy all taxes and assessments. o Insurance--If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide for sufficient funds to pay all insurance premiums. o Replacement Reserves--Replacement reserves are calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. o Immediate Repair/Environmental Remediation--Typically, an immediate repair or remediation reserve is required. An initial deposit, upon funding of the applicable mortgage loan, in an amount equal to at least 125% of the estimated costs of immediate repairs to be completed within the first year of the mortgage loan pursuant to the building condition report is required. Tenant Improvement/Lease Commissions--In some cases, major tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS In each Purchase Agreement, the applicable Mortgage Loan Seller will represent and warrant with respect to each mortgage loan (subject to certain exceptions specified in the related Purchase Agreement) sold by the Mortgage Loan Seller, as of the Closing Date, or as of another date specifically provided in the representation and warranty, among other things, that: (1) the information pertaining to each mortgage loan set forth in the schedule of mortgage loans attached to the applicable Purchase Agreement was true and correct in all material respects as of the Cut-off Date; (2) immediately prior to the sale, transfer and assignment to the Depositor, the Mortgage Loan Seller had good title to, and was the sole owner of, each mortgage loan, and the Mortgage Loan Seller is transferring such mortgage loan free and clear of any and all liens, pledges, charges, security interests, participation interests and/or of any other interests or encumbrances of any nature whatsoever (other than the rights to servicing and related compensation as reflected in the related master servicing rights purchase and sale agreement) and the Mortgage Loan Seller has full right, S-101 power and authority to sell, transfer and assign each mortgage loan free and clear of all such liens, pledges, charges and interests or encumbrances. The Mortgage Loan Seller has validly and effectively conveyed to the Depositor all legal and beneficial interest in and to such mortgage loan. The sale of the mortgage loans to the Depositor does not require the Mortgage Loan Seller to obtain any governmental or regulatory approval or consent that has not been obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly endorsed to the Trustee and each such endorsement is genuine; (3) 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. Any and all requirements under each mortgage loan as to completion of any on site or off site improvement and as to disbursements of any funds escrowed for such purpose, have been complied with in all material aspects or any such funds so escrowed have not been released, provided, partial releases of such funds in accordance with the applicable mortgage loan documents may have occurred; (4) each related Mortgage Note, Mortgage, assignment of leases (if it is a document separate from the Mortgage) and other agreement executed in connection with such mortgage loan are legal, valid and binding obligations of the related borrower or guarantor (subject to any non recourse provisions therein and any state anti-deficiency legislation or market value limit deficiency legislation), enforceable in accordance with their terms, except with respect to provisions relating to default interest, late fees, additional interest or yield maintenance charges and except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors' rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (5) except with respect to the Non-Serviced Mortgage Loans, there exists as part of the related mortgage file an assignment of leases either as a separate document or as part of the Mortgage. Each related assignment of leases creates a valid, collateral or first priority assignment of, or a valid perfected first priority security interest in, certain rights under the related leases, subject to a license granted to the related borrower to exercise certain rights and to perform certain obligations of the lessor under such leases, including the right to operate the related Mortgaged Property, and subject to limits on enforceability described in paragraph (4) above. No person other than the related borrower owns any interest in any payments due under the related leases. If the related assignment of Mortgage and/or assignment of assignment of leases has been recorded in the name of MERS or its designee, no assignment of Mortgage and/or assignment of assignment of leases in favor of the Trustee will be required to be prepared or delivered and instead, the related Mortgage Loan Seller shall take all actions as are necessary to cause the Trust to be 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. Each related assignment of leases provides for the appointment of a receiver for rent and allows the holder to enter into possession to collect rents or provides for rents to be paid directly to the holder of the Mortgage upon an event of default under the mortgage loan documents; (6) there is no right of offset, abatement, diminution, or rescission or valid defense or counterclaim with respect to any of the related Mortgage Note, Mortgage(s) or other agreements executed in connection therewith, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest or yield maintenance charges and, as of the Closing Date, to the Mortgage Loan Seller's actual knowledge, no such rights have been asserted; (7) each related assignment of mortgage and assignment of assignment of leases from the Mortgage Loan Seller to the Trustee has been duly authorized, executed and delivered in recordable form by the Mortgage Loan Seller and constitutes the legal, valid, binding and enforceable assignment from the Mortgage Loan Seller, except as such enforcement may be limited by bankruptcy, insolvency, S-102 reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each related Mortgage and assignment of leases is freely assignable upon notice to but without the consent of the related borrower; (8) each related Mortgage is a legal, valid and enforceable first lien on the related Mortgaged Property subject only to the following title exceptions (each such exception, a "Title Exception," and collectively, the "Title Exceptions") (and except with respect to seven mortgage loans (identified as Loan Nos. 2, 73, 75, 77, 83, 93 and 126 on Annex A-1 to this prospectus supplement), which have rights of first refusal in favor of third parties that are not extinguished upon foreclosure; and except with respect to the mortgage loan (identified as Loan No. 80 on Annex A-1 to this prospectus supplement), where the related Borrower owns a non-controlling interest in a project subject to a condominium declaration; and except with respect to the mortgage loan (identified as Loan No. 91 on Annex A-1 to this prospectus supplement), where the related mortgaged property is subject to a Regulatory Agreement imposing low-income housing-related covenants: (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially interferes with the current use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage or with the related borrower's ability to pay its obligations when they become due or materially and adversely affects the value of the Mortgaged Property, (c) any other exceptions and exclusions (general and specific) set forth in the mortgagee policy of title insurance issued with respect to the mortgage loan, none of which, individually or in the aggregate, materially and adversely affects the value of the Mortgaged Property, (d) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided, that such tenants are performing under such leases) and (e) if such mortgage loan is part of a Whole Loan, the rights of any related Pari Passu Loan or B Note pursuant to an intercreditor agreement or a pooling and servicing agreement; and such Mortgaged Property is free and clear of any mechanics' and materialmen's liens which are prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender's title insurance policy as described above and to the Mortgage Loan Seller's actual knowledge no rights are outstanding that under applicable law could give rise to any such lien that would be prior or equal to the lien of the related Mortgage and is not bonded over, escrowed for or covered by insurance; (9) all taxes and governmental assessments or charges or water or sewer bills that prior to the Cut-off Date became due and owing in respect of each related Mortgaged Property have been paid, or if in dispute, an escrow of funds in an amount sufficient to cover such payments has been established. Such taxes and assessments shall not be considered delinquent or due and owing until the date on which interest or penalties may first be payable thereon; (10) in the case of each mortgage loan, one or more engineering assessments which included a physical visit and inspection of the Mortgaged Property were performed by an independent engineering consultant firm and except as set forth in an engineering report prepared in connection with such assessment, a copy of which has been delivered to the Master Servicer, the related Mortgaged Property is, to the Mortgage Loan Seller's knowledge as of the Closing Date, free and clear of any damage that would materially and adversely affect its value as security for such mortgage loan. If an engineering report revealed any material damage or deficiencies, material deferred maintenance or other similar conditions, either (1) an escrow of funds was required or a letter of credit was obtained in an amount equal to at least 125% of the amount estimated to effect the necessary repairs, or such other amount as a prudent commercial lender would deem appropriate under the circumstances sufficient to effect the necessary repairs or maintenance, or (2) such repairs and maintenance have been completed. As of origination of such mortgage loan there was no proceeding pending, and subsequent to such date, the Mortgage Loan Seller has no actual knowledge of, any proceeding pending for the condemnation of all or any material portion of the Mortgaged Property securing any mortgage loan. As of the date of the origination of each mortgage loan and to the Mortgage Loan Seller's knowledge as of the Cut-off Date: (a) all of the material improvements on the related Mortgaged Property lay wholly within the boundaries and, to the extent in effect at the time of S-103 construction, building restriction lines of such property, except for encroachments that are insured against by the Title Insurance Policy (referred to in paragraph (11) below) or that do not materially and adversely affect the value or marketability of such Mortgaged Property, and (b) no improvements on adjoining properties materially encroached upon such Mortgaged Property so as to materially and adversely affect the use or the value of such Mortgaged Property, except those encroachments that are insured against by the Title Insurance Policy (referred to in paragraph (11) below); (11) the related Mortgage Loan Seller has received an ALTA lender's title insurance policy or an equivalent form of lender's title insurance policy (or if such policy is not yet issued, such insurance may be evidenced by a "marked up" pro forma policy or title commitment, in either case marked as binding and countersigned by the title insurer or its authorized agent either on its face or by an acknowledged closing instruction or escrow letter) as adopted in the applicable jurisdiction (the "Title Insurance Policy"), which was issued by a title insurance company qualified to do business in the jurisdiction where the applicable Mortgaged Property is located to the extent required, insuring the portion of each Mortgaged Property comprised of real estate and insuring the originator of such mortgage loan and its successors and assigns (as sole insureds) that the related Mortgage is a valid first lien in the original principal amount of the related mortgage loan on the related borrower's fee simple interest (or, if applicable, leasehold interest) in such Mortgaged Property comprised of real estate, subject only to Title Exceptions. Such Title Insurance Policy was issued in connection with the origination of the related mortgage loan. Except with respect to the mortgage loan (identified as Loan No. 101 on Annex A-1 to this prospectus supplement), where, following an unimproved strip of land's being included in a plat filed by adjacent land owner, a title insurance claim has been made against and acknowledged by the related title insurer, no claims have been made under such Title Insurance Policy. Such Title Insurance Policy is in full force and effect, provides that the insured includes the owner of the mortgage loan and all premiums thereon have been paid. Immediately following the transfer and assignment of the related mortgage loan, such Title Insurance Policy will inure to the benefit of the Depositor and its successors and assigns without consent or notice to the title insurer. The Mortgage Loan Seller has not done, by act or omission, anything that would impair the coverage under such Title Insurance Policy. Such policy contains no exclusions for, or affirmatively insures, (other than in jurisdictions in which affirmative insurance is unavailable) (a) access to public roads, (b) that there are no encroachments of any part of the building thereon over easements and (c) that the area shown on the survey is the same as the property described in the Mortgage; (12) Except with respect to the mortgage loan (identified as Loan No. 93 on Annex A-1 to this prospectus supplement), where the borrower's obligation to provide required insurance is suspended if the related tenant satisfies certain self-insurance criteria, and except with respect to the mortgage loan (identified as Loan No. 95 on Annex A-1 to this prospectus supplement), where 18 months' business interruption or rent loss coverage was required by the related loan documents but only 12 months' coverage was in place at closing, as of the date of the origination of each mortgage loan, the related Mortgaged Property was insured by all insurance coverage required under the related loan documents, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located; (A) each Mortgaged Property was covered by a fire and extended perils included under the classification "All Risk of Physical Loss" insurance (or its equivalent) policy in an amount (subject to a customary deductible) at least equal to the replacement cost of improvements located on such Mortgaged Property, with no deduction for depreciation, or an amount at least equal to the initial principal balance of the mortgage loan and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (B) each Mortgaged Property was covered by business interruption or rental loss insurance in an amount at least equal to 12 months of operations of the related Mortgaged Property and (C) each Mortgaged Property and all improvements thereon are also covered by comprehensive general liability insurance in such amounts as are generally required by reasonably prudent commercial lenders for similar properties; except with respect to the mortgage loan (identified as Loan No. 61 on Annex A-1 to this prospectus supplement), where a portion of two buildings was within a special flood hazard area but not deemed significant from an underwriting standpoint, if any S-104 material portion of the improvements on 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 Flood Emergency Management Agency as a special flood hazard area (Zone A or Zone V) (an "SFH Area") and flood insurance was available, a flood insurance policy meeting the requirements of the then current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the lesser of (1) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement basis of the improvements in the SFH Area, (2) the outstanding principal balance of such mortgage loan, and (3) the maximum amount of insurance available under the applicable National Flood Insurance Administration Program; if any Mortgaged Property is located in the State of California or in a "seismic zone" 3 or 4, a seismic assessment was conducted (except in the case of mobile home parks) at the time of originations and seismic insurance was obtained to the extent such Mortgaged Property has a probable maximum loss of greater than twenty percent (20%) calculated using at least a 450 year look back with a 10% probability of exceedance in a 50 year period; all properties in Florida and within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, North Carolina and South Carolina have windstorm insurance; any nonconformity with applicable zoning laws and ordinances (1) is not a material nonconformity and does not materially and adversely affect the use, operation or value of the Mortgaged Property, (2) constitutes a legal non conforming use or structure which, in the event of casualty or destruction, may be restored or repaired to materially the same extent of the use or structure at the time of such casualty, (3) is covered by law and ordinance insurance in an amount customarily required by reasonably prudent commercial or multifamily, as applicable, mortgage lenders, (4) is covered by a zoning endorsement covering any loss to the mortgagee resulting from such non conformity or (5) is covered by insurance that will provide proceeds that, together with the value of the related land, will be sufficient to repay the mortgage loan; and additionally, for any mortgage loan having a Cut-off Date Balance equal to or greater than $20,000,000, the insurer for all of the required coverages set forth herein has a claims paying ability rating from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), Moody's or Fitch of not less than "A minus" (or the equivalent), or from A.M. Best of not less than "A:V" (or the equivalent), which permits the Mortgaged Property to be insured by insurance companies not rated by the rating agencies that are rated "A-:VIII" or better by AM Best). At origination, and to the Mortgage Loan Seller's knowledge as of the Closing Date, such insurance was, or is, as applicable, in full force and effect with respect to each related Mortgaged Property and no notice of termination or cancellation with respect to any such insurance policy has been received by the Mortgage Loan Seller; and except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial mortgage lender with respect to a similar mortgage loan and which are set forth in the related loan documents, any insurance proceeds in respect of a casualty loss will be applied either to (1) the repair or restoration of the related Mortgaged Property with the holder of the Mortgage Note or a third party custodian acceptable to the holder of the Mortgage Note having the right to hold and disburse the proceeds as the repair or restoration progresses, other than with respect to amounts that are customarily acceptable to commercial and multifamily mortgage lending institutions, or (2) the reduction of the outstanding principal balance of the mortgage loan. The insurer with respect to each policy is qualified to write insurance in the relevant jurisdiction to the extent required. The insurance policies contain a standard mortgagee clause naming mortgagee, its successors and assigns as loss payees in the case of property insurance policies and additional insureds in the case of liability insurance policies and provide that they are not terminable and may not be reduced below replacement cost without 30 days prior written notice to the mortgagee (or, with respect to non payment, 10 days prior written notice to the mortgagee) or such lesser period as prescribed by applicable law. The loan documents for each mortgage loan require that the related borrower maintain insurance as described above. Based on the due diligence performed by the applicable Mortgage Loan Seller, which in all events was at least such due diligence as a prudent commercial mortgage lender would undertake with respect to such issue after September 11, 2001, for each mortgage loan, the related all risk property casualty insurance policy and business interruption policy do not exclude acts of terrorism, or any related damage claims, from coverage as of the later of (i) the date of origination of the mortgage loan and (ii) the date as of which the policy was renewed or amended, and the related mortgage loan documents do not expressly S-105 prohibit or waive such coverage, except to the extent that any right to require such coverage may be limited by commercially reasonable availability; except with respect to eleven mortgage loans (identified as Loan Nos. 32, 58, 67, 70, 91, 93, 94, 97, 112, 128 and 130 on Annex A-1 to this prospectus supplement), for which the insurance certificate for the current policy period does not expressly include terrorism coverage. In addition to commercially reasonable availability, certain of the mortgage loans include caps on the amount the related borrower is required to expend for terrorism coverage; (13) other than payments due but not yet 30 days or more delinquent (A) there exists no material default, breach, violation or event of acceleration under the related Mortgage Note or each related Mortgage and (B) since the date of origination of such mortgage loan, there has been no declaration by the Mortgage Loan Seller or prior holder of such mortgage loan of an event of acceleration under the related Mortgage or Mortgage Note, and (C) to Mortgage Loan Seller's actual knowledge no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration under any of such documents has occurred and is continuing; the Mortgage Loan Seller has not waived any material default, breach, violation or event of acceleration under any of such documents; and under the terms of each mortgage loan, each related Mortgage Note, each related Mortgage and the other loan documents in the related mortgage file, no person or party other than the holder of the Mortgage Note may declare an event of default or accelerate the related indebtedness under such mortgage loan, Mortgage Note or Mortgage; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any representation or warranty made by the mortgage loan seller in any of paragraphs (9), (14), (16), (17) or (23) or disclosed in the schedule of exceptions attached to the related Purchase Agreement; (14) each mortgage loan is not, and in the prior 12 months (or since the date of origination if such mortgage loan has been originated within the past 12 months) has not been, 30 days or more past due in respect of any Periodic Payment without giving effect to any applicable grace or cure period; (15) Except with respect to the mortgage loans with B Notes, where the mortgaged property also secures a subordinated B Note, the related loan documents do not provide for or permit, without the prior written consent of the holder of the Mortgage Note, each related Mortgaged Property to secure any other promissory note or obligation, other than another mortgage loan; (16) one or more environmental site assessments meeting the requirements of the American Society for Testing and Materials in effect at the time the related report was or the related reports were prepared covering all environmental hazards typically assessed for similar properties including use, type and tenants of the Mortgaged Property ("Environmental Report"), or an update of such an assessment, was performed by an experienced licensed (to the extent required by applicable state law) environmental consulting firm with respect to each Mortgaged Property securing a mortgage loan in connection with the origination of such mortgage loan and thereafter updated such that (a) such Environmental Report is dated no earlier than twelve months prior to the Closing Date (except with respect to one mortgage loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement), for which the applicable Environmental Report is dated earlier than 12 months prior to the Closing Date), (b) a copy of each such Environmental Report has been delivered to the Master Servicer, and (c) either: (i) no such Environmental Report provides that as of the date of the report there is a material violation of any applicable environmental laws with respect to any 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 the same have not been subsequently remediated in all material respects, then one or more of the following are true -- (A) a party not related to the related borrower with financial resources reasonably adequate to cure the subject violation in all material respects was identified as the responsible party for such condition or circumstance, (B) the related borrower was required to provide additional security adequate to cure the subject violation in all material respects and to obtain an operations and maintenance plan, (C) such conditions or circumstances were investigated further and based upon such additional investigation, an independent environmental consultant recommended no further investigation or remediation, or recommended only the implementation of an operations and maintenance program, which the related S-106 borrower is required to do, (D) there exists an escrow of funds reasonably estimated to be sufficient for purposes of effecting such remediation, (E) the related Mortgaged Property is insured under a policy of insurance against losses arising from such circumstances and conditions, or (F) the circumstance or condition has been fully remediated. To the Mortgage Loan Seller's actual knowledge and without inquiry beyond the related Environmental Report, there are no significant or material circumstances or conditions with respect to any Mortgaged Property not revealed in any such Environmental Report, where obtained, or in any borrower questionnaire delivered to the Mortgage Loan Seller at the issue of any related environmental insurance policy, if applicable, that render such Mortgaged Property in material violation of any applicable environmental laws. The Mortgage, or other loan document in the mortgage file, for each mortgage loan encumbering the Mortgaged Property requires the related borrower to comply and cause the Mortgaged Property to comply with all applicable federal, state and local environmental laws and regulations. The Mortgage Loan Seller has not taken any action which would cause the Mortgaged Property not to be in compliance with all federal, state and local laws pertaining to environmental hazards or which could subject the Mortgage Loan Seller or its successors and assigns to liability under such laws. Each borrower represents and warrants in the related mortgage loan documents generally to the effect that except as set forth in certain specified environmental reports and to the best of its knowledge that as of the date of origination of such mortgage loan, there were no hazardous materials on the related Mortgaged Property, and that the borrower will not use, cause or permit to exist on the related Mortgaged Property any hazardous materials, in any manner which violates federal, state or local laws, ordinances, regulations, orders, directives, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of hazardous materials. The related borrower (or an affiliate thereof) has agreed to indemnify, defend and hold the Mortgage Loan Seller and its successors and assigns harmless from and against, or otherwise be liable for, any and all losses resulting from a breach of environmental representations, warranties or covenants given by the borrower in connection with such mortgage loan, generally including any and all losses, liabilities, damages, injuries, penalties, fines, expenses and claims of any kind or nature whatsoever (including without limitation, attorneys' fees and expenses) paid, incurred or suffered by or asserted against, any such party resulting from such breach. With respect to one mortgage loan (identified as Loan No. 3 on Annex A-1 to this prospectus supplement), the underlying land was previously used by the United States Army as an airfield and such use resulted in contamination and falls within a recognized Superfund site. The mortgagee received a letter at closing discussing the limitations on the related Borrower's potential liability for such contamination; (17) no Mortgaged Property, nor any material portion thereof, is the subject of and no borrower is a debtor in any state or federal bankruptcy or insolvency or similar proceeding; (18) the mortgage loan does not permit the related Mortgaged Property or any interest therein, including any ownership interest in the Mortgagor, to be encumbered by any mortgage lien or other encumbrance except the related Mortgage or the Mortgage of another mortgage loan without the prior written consent of the holder thereof (except with respect to certain mortgage loans, as described under "Description of the Mortgage Pool--General"). To the Mortgage Loan Seller's knowledge, as of origination, and, to the Mortgage Loan Seller's actual knowledge as of the Closing Date and except for cases involving other mortgage loans, none of the Mortgaged Properties securing the mortgage loans is encumbered by any mortgage liens junior to or of equal priority with the liens of the related Mortgage. The loan documents require the related borrower to pay all reasonable costs and expenses related to any required consent to any transfer or encumbrance, including reasonable legal fees and expenses and any applicable rating agency fees. The loan documents contain a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the mortgage loan if, without the prior written consent of the holder of the Mortgage, either the related Mortgaged Property, or any direct equity interest in the related borrower, is directly or indirectly pledged, transferred or sold, other than by reason of family and estate planning transfers, transfers of less than a controlling interest in the related borrower, issuance of non controlling new equity interests, transfers that are subject to the holder's approval of transferee and satisfaction of certain conditions specified in the mortgage loan documents, transfers to an affiliate meeting the requirements of the S-107 mortgage loan, transfers among existing members, partners or shareholders in the related borrower, transfers among affiliated borrowers with respect to cross-collateralized mortgage loans or multi property mortgage loans or transfers of a similar nature to the foregoing meeting the requirements of the mortgage loan; (19) the terms of the related loan documents have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any material respect, except pursuant to a written instrument duly submitted for recordation, to the extent required, and specifically included in the related mortgage file. The Mortgage Loan Seller has not taken any affirmative action that would cause the representations and warranties of the related borrower under the mortgage loan not to be true and correct in any material respect; (20) except as set forth below, since origination, no portion of the related Mortgaged Property has been released from the lien of the related Mortgage, in any manner which materially and adversely affects the value, use or operation of the mortgage loan or materially interferes with the security intended to be provided by such Mortgage. The terms of the related loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except: (a) in consideration of payment therefor equal to not less than 125% of the related allocated loan amount of such Mortgaged Property specifically set forth in the related mortgage loan documents (except with respect to one mortgage loan (identified as Loan No. 6 on Annex A-1 to this prospectus supplement), for which one or more of the Mortgaged Properties may be released from the lien of the Mortgage upon defeasance in an amount equal to 110% of the related allocated loan amount of such Mortgaged Property); and except with respect to one mortgage loan (identified as Loan No. 32 on Annex A-1 to this prospectus supplement), representing approximately 0.69% of the Initial Pool Balance (or approximately 0.87% of the Initial Loan Group 1 Balance), which permits partial release of certain individual properties subject to certain conditions, including payment of a partial defeasance deposit in amount of 110% of allocated loan amount for release property; the remaining properties' having a 1.20x debt service coverage ratio (based on a 7% mortgage constant); and the renewal of existing leases or re-letting of the space on specified terms; and except with respect to one mortgage loan (identified as Loan No. 37 on Annex A-1 to this prospectus supplement), representing approximately 0.61% of the Initial Pool Balance (or approximately 0.78% of the Initial Loan Group 1 Balance), which permits partial release of a portion of the mortgaged property subject to certain conditions, including payment of release consideration in the amount of 125% of the appraised value of the release parcel (if such appraised value is 5% or more of the overall property value), the debt service coverage ratio has not been less than 1.20x for any quarter in the preceding three year period, and various other zoning, subdivision, separate tax lot and tenant approval criteria are satisfied; (b) upon payment in full of such mortgage loan, (c) mortgage loans which permit defeasance by means of substituting for the Mortgaged Property (or, in the case of a mortgage loan secured by multiple Mortgaged Properties, one or more of such Mortgaged Properties) "government securities" within the meaning of the REMIC Provisions sufficient to pay the mortgage loans in accordance with their terms, (d) mortgage loans which permit the related borrower to substitute a replacement property subject to the satisfaction of enumerated conditions or (e) a portion of the Mortgaged Property that was not given any value in connection with either the initial underwriting or appraisal of the mortgage loan; (21) with respect to any mortgage loan that contains a provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the related Mortgage Note, Mortgage or other related loan document contained in the mortgage file, provides that the defeasance option is not exercisable prior to a date that is at least two (2) years following the Closing Date and is otherwise in compliance with the REMIC Provisions; requires prior written notice to the holder of the mortgage loan of the exercise of the defeasance option and payment by the related borrower of all related fees, costs and expenses as set forth below; requires, or permits the lender to require, the mortgage loan (or the portion thereof being defeased) to be assumed by a single purpose entity; and requires delivery of a legal opinion that the Trustee has a perfected security interest in such collateral prior to any other claim or interest. In addition, each mortgage loan that is a Defeasance Loan permits defeasance only with substitute collateral constituting "government securities" within the meaning of the REMIC Provisions in an amount sufficient to make all scheduled payments under the Mortgage Note (or the portion thereof S-108 being defeased) when due, and in the case of APD Loans, assuming the Anticipated Prepayment Date is the maturity date. Further, the Mortgage or other related loan document contained in the mortgage file requires that an independent certified public accountant certify that such government securities are sufficient to make all such scheduled payments when due. To the Mortgage Loan Seller's actual knowledge, defeasance under the mortgage loan is only for the purpose of facilitating the release of the Mortgaged Property and not as a part of an arrangement to collateralize a REMIC with obligations that are not real estate mortgages. With respect to each Defeasance Loan, the related Mortgage or other related loan document provides that the related borrower shall (a) pay all rating agency fees associated with defeasance (if rating agency approval is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant's fees and opinions of counsel, or (b) provide all opinions reasonably required by the mortgagee under the related loan documents, including, if applicable, a REMIC opinion and a perfection opinion and any applicable rating agency letters confirming no downgrade or qualification of ratings on any classes in the transaction. Additionally, for any mortgage loan having a Cut-off Date Balance equal to or greater than $20,000,000, the mortgage loan or the related documents require confirmation from the rating agency that exercise of the defeasance option will not cause a downgrade or withdrawal of the rating assigned to any securities backed by the mortgage loan and require the related borrower to pay any rating agency fees and expenses; (22) to the Mortgage Loan Seller's knowledge as of the date of origination of such mortgage loan, and, to the Mortgage Loan Seller's actual knowledge as of the Cut-off Date, the Mortgaged Property and the improvements located on or forming part of, and the existing use of, each Mortgaged Property securing a mortgage loan were or are, as applicable, in material compliance with all applicable zoning laws including parking and ordinances, building codes and land laws applicable to the Mortgaged Property or the use and occupancy thereof or constitute a legal non conforming use or structure (or, if any such improvement does not so comply and does not constitute a legal non conforming use or structure, either law and ordinance insurance coverage has been obtained in amounts adequate to avoid loss to the mortgagee or such non-compliance and failure does not materially and adversely affect the value of the related Mortgaged Property; and (23) each mortgage loan is secured by the fee interest in the related Mortgaged Property, except that with respect to certain mortgage loans identified on Annex A-1 to this prospectus supplement which mortgage loans are secured by the interest of the related borrower as a lessee under a ground lease of a Mortgaged Property (a "Ground Lease") (the term Ground Lease shall mean such ground lease, all written amendments and modifications, and any related estoppels or agreements from the ground lessor and, in the event the Mortgagor's interest is a ground subleasehold, shall also include not only such ground sublease but also the related ground lease), but not by the related fee interest in such Mortgaged Property (the "Fee Interest") and except with respect to the mortgage loan (identified as Loan No. 9 on Annex A-1 to this prospectus supplement), where, as to one of the constituent ground leases, there is no express provision giving the leasehold mortgagee the right to enter into a new lease upon termination of leases, but the lender has an assignment from the borrower of its rights under section 365 of Bankruptcy Code to reject or treat lease as terminated and additional borrower covenants not to either reject or terminate the ground lease; and, in addition, the ground lease does not expressly provide that leasehold mortgagee's prior consent is required in connection with ground lease amendments, but the loan documents make any such amendment an event of default: (A) such Ground Lease or a memorandum thereof has been duly recorded; such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns, in a manner that would materially adversely affect the security provided by the related Mortgage; and there has been no material change in the terms of such Ground Lease since its recordation, with the exception of written instruments which are a part of the related mortgage file; (B) such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related Fee Interest and Title Exceptions, and provides that it shall remain prior to any mortgage or other lien upon the related Fee Interest; S-109 (C) the borrower's interest in such Ground Lease is assignable to the mortgagee and its successors and assigns upon notice to, but without the consent of, the lessor thereunder (or, if such consent is required, it has been obtained prior to the Closing Date) and, in the event that it is so assigned, is further assignable by the mortgagee and its successors and assigns upon notice to, but without the need to obtain the consent of, such lessor. (D) such Ground Lease is in full force and effect, and the Mortgage Loan Seller has not received as of the Closing Date notice (nor is the Mortgage Loan Seller otherwise aware) that any default has occurred under such Ground Lease; (E) the Mortgage Loan Seller or its agent has provided the lessor under the Ground Lease with notice of its lien, and such Ground Lease requires the lessor to give notice of any default by the lessee to the mortgagee, and such Ground Lease, or an estoppel letter received by the mortgagee from the lessor, further provides that no notice of termination given under such Ground Lease is effective against such mortgagee unless a copy has been delivered to such mortgagee in the manner described in such Ground Lease; (F) the mortgagee under such mortgage loan is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under such Ground Lease) to cure any default under such Ground Lease, which is curable after the receipt of written notice of any such default, before the lessor thereunder may terminate such Ground Lease, and all of the rights of the borrower under such Ground Lease and the related Mortgage (insofar as it relates to the Ground Lease) may be exercised by or on behalf of the mortgagee; (G) such Ground Lease has a current term (including one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by the Mortgage Loan Seller and its successors and assigns) which extends not less than the greater of 10 years beyond the amortization term or 20 years beyond the stated maturity date for the related mortgage loan (or, with respect to any mortgage loan with an Anticipated Prepayment Date, 10 years beyond the amortization term); (H) such Ground Lease requires the lessor to enter into a new lease with the mortgagee under such mortgage loan upon termination of such Ground Lease for any reason, including rejection of such Ground Lease in a bankruptcy proceeding; (I) under the terms of such Ground Lease and the related loan documents, taken together, any related insurance proceeds or condemnation award that is awarded with respect to the leasehold interest will be applied either (i) to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee under such mortgage loan or a trustee appointed by it having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or (ii) to the payment of the outstanding principal balance of such mortgage loan together with any accrued interest thereon; (J) such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by a prudent commercial mortgage lender (except that the ground leases related to the mortgage loan identified as Loan No. 6 on Annex A-1 to this prospectus supplement has certain restrictions on subletting); and such Ground Lease contains a covenant that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any lessee in the relevant portion of the Mortgaged Property subject to such Ground Lease for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage; (K) such Ground Lease may not be amended or modified without the prior consent of the mortgagee under such mortgage loan and that any such action without such consent is not binding on such mortgagee, its successors or assigns; and (L) the terms of such Ground Lease have not been waived, modified, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by the related Mortgage. S-110 If a Mortgage Loan Seller has been notified of either a material defect with respect to the documentation of any mortgage loan (as set forth in the Pooling and Servicing Agreement) or a material breach of any of the foregoing representations and warranties and if the respective Mortgage Loan Seller cannot cure the defect or breach within a period of 90 days following the earlier of its receipt of that notice or its discovery of the defect or breach, then the respective Mortgage Loan Seller will be obligated pursuant to the respective Purchase Agreement (the relevant rights under which will be assigned, together with its interests in the mortgage loans, to the Trustee) to: o repurchase the affected mortgage loan within the 90-day period at a price (the "Purchase Price") equal to the sum of (1) the outstanding principal balance of the mortgage loan as of the date of purchase, (2) all accrued and unpaid interest on the mortgage loan at the related mortgage rate in effect from time to time, to but not including the due date in the Due Period of purchase, (3) all related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate, and unpaid Special Servicing Fees and Workout Fees allocable to the mortgage loan, (4) any payable Liquidation Fee and (5) all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor and the Trustee in respect of the defect or breach giving rise to the repurchase obligation, including any expenses arising out of the enforcement of the repurchase obligation or o substitute, within two years of the Closing Date, a Qualified Substitute Mortgage Loan and pay any shortfall amount equal to the excess of the Purchase Price of the mortgage loan calculated as of the date of substitution over the stated principal balance of the Qualified Substitute Mortgage Loan as of the date of substitution; provided, that the applicable Mortgage Loan Seller generally has an additional period (as set forth in the Pooling and Servicing Agreement) to cure the material defect or material breach if such material defect or material breach is not capable of being cured within the initial 90-day period, the Mortgage Loan Seller is diligently proceeding with that cure, and such material defect or material breach is not related to the mortgage loan not being a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. In addition, the applicable Mortgage Loan Seller will have an additional 90 days to cure the material breach or material defect if the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such material breach or material defect and the failure to cure such material breach or material defect is solely the result of a delay in the return of documents from the local filing or recording authorities. Notwithstanding the foregoing, if the related Mortgage Loan Seller repurchases the mortgage loan following the expiration of the 90-day cure period discussed in the preceding sentence, then the Special Servicer will be entitled to receive a Liquidation Fee with respect to such mortgage loan. See "Servicing Under the Pooling and Servicing Agreement--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. If one or more (but not all) of the mortgage loans cross-collateralized with the affected mortgage loan are to be repurchased by the applicable Mortgage Loan Seller as contemplated above, then, prior to such repurchase, the applicable Mortgage Loan Seller or its designee is required to use its reasonable efforts to prepare and have executed all documentation necessary to terminate the cross-collateralization between the mortgage loans in such cross-collateralized group that are to be repurchased, on the one hand, and the remaining mortgage loans therein, on the other hand, such that those two groups of mortgage loans are each secured only by their respective Mortgaged Properties directly corresponding thereto; provided, that the applicable Mortgage Loan Seller cannot effect such termination unless the Directing Certificateholder has consented in its sole discretion and the Trustee has received from the applicable Mortgage Loan Seller: o an opinion of counsel to the effect that such termination would neither endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC nor result in the imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC or the trust fund, and o written confirmation from Fitch and S&P that such termination would not cause the then-current ratings of the certificates to be qualified, withdrawn or downgraded; provided, further, that such Mortgage Loan Seller may, at its option and within 30 days, purchase the entire subject cross-collateralized group of mortgage loans related to such affected mortgage loan in lieu of effecting a termination of the cross-collateralization. S-111 All costs and expenses incurred by the Trustee in connection with such termination are required to be included in the calculation of the Purchase Price for the mortgage loans to be repurchased. If the cross-collateralization of any cross-collateralized group of mortgage loans cannot be terminated as set forth above, then, for purposes of: o determining the materiality of any breach or defect, as the case may be, and o the application of remedies, such cross-collateralized group is required to be treated as a single mortgage loan. A "Qualified Substitute Mortgage Loan" is a mortgage loan which must, on the date of substitution, among other things: o have an outstanding principal balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, not in excess of the outstanding principal balance of the deleted mortgage loan as of the due date in the calendar month during which the substitution occurs; o have a Mortgage Rate not less than the Mortgage Rate of the deleted mortgage loan; o have the same due date as the deleted mortgage loan; o accrue interest on the same basis as the deleted mortgage loan (for example, on the basis of a 360-day year and the actual number of days elapsed); o have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted mortgage loan; o have an original loan-to-value ratio not higher than that of the deleted mortgage loan and a current loan-to-value ratio not higher than the then-current loan-to-value ratio of the deleted mortgage loan; o materially comply as of the date of substitution with all of the representations and warranties set forth in the applicable Purchase Agreement; o have an environmental report with respect to the related Mortgaged Property that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related mortgage file; o have an original debt service coverage ratio not less than the original debt service coverage ratio of the deleted mortgage loan and a current debt service coverage ratio not less than the current debt service coverage ratio of the deleted mortgage loan; o be determined by an opinion of counsel to be a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; o not have a maturity date after the date two years prior to the Rated Final Distribution Date; o not be substituted for a deleted mortgage loan unless the Trustee has received prior confirmation in writing by each of Fitch and S&P that the substitution will not result in the withdrawal, downgrade, or qualification of the then current rating assigned by either of Fitch or S&P to any class of Certificates then rated by Fitch or S&P, respectively (the cost, if any, of obtaining any such confirmation to be paid by the applicable Mortgage Loan Seller); o has been approved by the Directing Certificateholder in its sole discretion; o prohibit defeasance within two years of the Closing Date; and o not be substituted for a deleted mortgage loan if it would result in the termination of the REMIC status of any REMIC or the imposition of tax on any REMIC other than a tax on income expressly permitted or contemplated to be received by the terms of the Pooling and Servicing Agreement. In the event that one or more mortgage loans are substituted for one or more deleted mortgage loans simultaneously, then the amounts described in clause (a) are required to be determined on the basis of S-112 aggregate principal balances and the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis; provided, that no individual Mortgage Rate for any Qualified Substitute Mortgage Loan will be permitted to be lower than the highest Pass-Through Rate that is a fixed rate not subject to a cap equal to the WAC Rate of any class of Certificates having a principal balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted mortgage loan, the applicable Mortgage Loan Seller will be required to certify that the mortgage loan meets all of the requirements of the above definition and send the certification to the Trustee. The foregoing repurchase or substitution obligation will constitute the sole remedy available to the Certificateholders and the Trustee for any breach of any Mortgage Loan Seller's representations and warranties regarding the mortgage loans or any document defect with respect to the documentation of any mortgage loan. The respective Mortgage Loan Seller will be the sole warranting party in respect of the mortgage loans sold by that Mortgage Loan Seller to the Depositor, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Underwriters or any of their affiliates (other than the respective Mortgage Loan Seller) will be obligated to repurchase any affected mortgage loan in connection with a defect or breach of the Mortgage Loan Seller's representations and warranties if the Mortgage Loan Seller defaults on its obligation to do so. However, the Depositor will not include any mortgage loan in the pool of mortgage loans if anything has come to the Depositor's attention prior to the Closing Date that causes it to believe that the representations and warranties made by a Mortgage Loan Seller regarding the mortgage loan will not be correct in all material respects when made. See "Description of the Pooling Agreements--Representations and Warranties; Repurchases" in the prospectus. LOCK BOX ACCOUNTS With respect to 23 mortgage loans (the "Lock Box Loans"), representing approximately 58.55% of the Initial Pool Balance (which include 22 mortgage loans in Loan Group 1, or approximately 68.76% of the Initial Loan Group 1 Balance, and one mortgage loan in Loan Group 2, or approximately 20.23% of the Initial Loan Group 2 Balance), one or more lock box accounts (collectively, the "Lock Box Accounts") have been or may be established. Pursuant to the requirements of the Lock Box Loans, the related tenants are, as of the Cut-off Date, required to either transfer their rent directly to a Lock Box Account (a "Hard Lock Box") or the borrower and/or property manager is obligated to transfer tenant's rent into the Lock Box Account (a "Soft Lock Box"). To the extent such requirements "spring" into existence after the occurrence of one or more trigger events specified in the related loan documents such Lock Box Loan is a "Springing Lock Box Loan." "Soft at Closing, Springing Hard" means that a Soft Lock Box exists at closing, but upon the occurrence of a trigger event, as defined in the related loan documents, each tenant will be required to transfer its rent directly to the Lock Box Account and "Springing Hard" means that a Lock Box is not in use at closing, but upon the occurrence of a trigger event, as defined in the related loan documents, the borrower is required to instruct each tenant to transfer its rent directly to the Lock Box Account. The table below summarizes the types of Lock Box arrangements applicable under the Lock Box Loans. See the footnotes to Annex A-1 for a further description of these terms. The Lock Box Accounts will not be assets of any REMIC. OVERVIEW OF LOCK BOX ARRANGEMENTS <TABLE> % OF THE % OF THE NO OF AGGREGATE PRINCIPAL % OF THE INITIAL LOAN INITIAL LOAN MORTGAGE BALANCE OF THE INITIAL POOL GROUP 1 GROUP 2 TYPE OF LOCK BOX LOANS MORTGAGE LOANS BALANCE BALANCE BALANCE - ----------------------------------------- ---------- --------------------- -------------- -------------- ------------- None .................................... 109 $ 877,051,981 41.45% 31.24% 79.77% Hard .................................... 12 661,758,834 31.27 39.60 0.00 Springing Hard .......................... 4 284,720,000 13.45 17.04 0.00 Soft .................................... 2 188,339,043 8.90 5.88 20.23 Soft at Closing, Springing Hard ......... 5 104,241,401 4.93 6.24 0.00 --- -------------- ------ ------ ------ TOTAL ................................... 132 $2,116,111,258 100.00% 100.00% 100.00% === ============== ====== ====== ====== </TABLE> CERTAIN STATE-SPECIFIC CONSIDERATIONS--CALIFORNIA Mortgage loans 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 S-113 specific provision in the deed of trust or by judicial foreclosure. Public notice of either the trustee's sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee's power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor in interest may, for a period of up to one year, redeem the property. California's "one action rule" requires the lender to exhaust the security afforded under the deed of trust by foreclosure in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property. California case law has held that acts such as an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan. Other statutory provisions in California limit any deficiency judgment (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 lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender's right to have a receiver appointed under certain circumstances. S-114 DESCRIPTION OF THE CERTIFICATES GENERAL The Certificates will be issued pursuant to a pooling and servicing agreement, among the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent (the "Pooling and Servicing Agreement") and will represent in the aggregate the entire beneficial ownership interest in the trust fund consisting of: o the mortgage loans and all payments under and proceeds of the mortgage loans received after the Cut-off Date (exclusive of payments of principal and/or interest due on or before the Cut-off Date); o any REO Property (and the trust's beneficial interest in the Mortgaged Property related to any Non-Serviced Whole Loans acquired pursuant to the Series 2005-CIBC12 Pooling and Servicing Agreement or GECMC Series 2005-C2 Pooling and Servicing Agreement) to the extent allocable to the related mortgage loan; o those funds or assets as from time to time are deposited in the Certificate Account, each separate custodial account maintained with respect to each Serviced Whole Loan (to the extent such amounts are allocable to the related mortgage loan), the Distribution Account, the Floating Rate Account, the Interest Reserve Account, the Excess Interest Distribution Account and the REO Account, if established; o the rights of the mortgagee under all insurance policies with respect to the mortgage loans; o certain rights under the Swap Contract; o the Excess Liquidation Proceeds Reserve Account; and o certain rights of the Depositor under the Purchase Agreements relating to mortgage loan document delivery requirements and the representations and warranties of each Mortgage Loan Seller regarding the mortgage loans. The Depositor's Commercial Mortgage Pass-Through Certificates, Series 2005-C3 (the "Certificates") will consist of the following 32 classes: the Class A-1, Class A-2, Class A-3FX,Class A-3FL, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A Certificates (collectively, the "Class A Certificates"), the Class X-C and Class X-P Certificates (the "Class X Certificates"), the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates. The Class A Certificates and the Class X Certificates are referred to collectively as the "Senior Certificates" in this prospectus supplement. The Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates are referred to collectively as the "Subordinate Certificates" in this prospectus supplement. The Class A-J, Class B, Class C, Class D and Class E Certificates are referred to collectively as the "Subordinate Offered Certificates" in this prospectus supplement. The Class R and Class LR Certificates are referred to collectively as the "Residual Certificates" in this prospectus supplement. Only the Class A, Class X-P, Class A-J, Class B, Class C, Class D and Class E Certificates are offered hereby (collectively, the "Offered Certificates"). The Class X-C, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (collectively, the "Non-Offered Certificates") have not been registered under the Securities Act of 1933 and are not offered hereby. On the Closing Date, the "Class A-3FL Regular Interest" will also be issued by the Trust Fund as an uncertificated regular interest in one of the REMICs. The Class A-3FL Regular Interest will not be offered by this prospectus supplement separately from the Class A-3FL Certificates. The Depositor will transfer the Class A-3FL Regular Interest to the Trust Fund in exchange for the Class A-3FL Certificates. The Class A-3FL Certificates are offered by this prospectus supplement. The Class A-3FL Certificates will represent all of the beneficial ownership interest in the portion of the Trust Fund that consists of the Class A-3FL Regular Interest, the Floating Rate Account and the Swap Contract. The "Certificate Balance" of any class of Certificates (other than the Class X, Class S and Residual Certificates) and the Class A-3FL regular interest and correspondingly, the Class A-3FL Certificates S-115 outstanding at any time represents the maximum amount which its holders are entitled to receive as distributions allocable to principal from the cash flow on the mortgage loans and the other assets in the trust fund. On each distribution date, the Certificate Balance of each class of Certificates will be reduced by any distributions of principal actually made on, and any Collateral Support Deficit actually allocated to, that class of Certificates on that distribution date. The initial Certificate Balance of each class of Offered Certificates is expected to be the balance set forth on the cover of this prospectus supplement. The Class X, Class S and Residual Certificates will not have Certificate Balances or entitle their holders to distributions of principal. The Class X Certificates will, however, represent the right to receive distributions of interest accrued as described in this prospectus supplement on a notional amount (the "Notional Amount"). The Notional Amount of the Class X-C Certificates will be based on the aggregate of the Certificate Balances of all of the Certificates (other than the Class X, Class S, Class R and Class LR Certificates). The Notional Amount of the Class X-P Certificates will equal: (1) until the Distribution Date in February 2006, the sum of (a) the lesser of $444,250,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $67,858,000 and the Certificate Balance of the Class A-1 Certificates and(c) the aggregate of the Certificate Balances of the Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, 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 and the Class A-3FL Regular Interest; (2) after the Distribution Date in February 2006 through and including the Distribution Date in August 2006, the sum of (a) the lesser of $443,293,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $64,343,000 and the Certificate Balance of the Class A-1 Certificates and (c) the aggregate of the Certificate Balances of the Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, 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 and the Class A-3FL Regular Interest; (3) after the Distribution Date in August 2006 through and including the Distribution Date in February 2007, the sum of (a) the lesser of $435,068,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $33,116,000 and the Certificate Balance of the Class A-1 Certificates and (c) the aggregate of the Certificate Balances of the Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, 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 and the Class A-3FL Regular Interest; (4) after the Distribution Date in February 2007 through and including the Distribution Date in August 2007, the sum of (a) the lesser of $425,596,000 and the Certificate Balance of the Class A-1A Certificates, and (b) the lesser of $114,314,000 and the Certificate Balance of the Class A-2 Certificates and (c) the aggregate of the Certificate Balances of the Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, 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 and the Class A-3FL Regular Interest; (5) after the Distribution Date in August 2007 through and including the Distribution Date in February 2008, the sum of (a) the lesser of $416,413,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $78,775,000 and the Certificate Balance of the Class A-2 Certificates, (c) the aggregate of the Certificate Balances of the Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates and the Class A-3FL Regular Interest, and (d) the lesser of $1,195,000 and the Certificate Balance of the Class L Certificates; (6) after the Distribution Date in February 2008 through and including the Distribution Date in August 2008, the sum of (a) the lesser of $407,463,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $44,083,000 and the Certificate Balance of the Class A-2 Certificates, (c) the aggregate of the Certificate Balances of the Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and the Class A-3FL Regular Interest, and (d) the lesser of $21,128,000 and the Certificate Balance of the Class J Certificates; (7) after the Distribution Date in August 2008 through and including the Distribution Date in February 2009, the sum of (a) the lesser of $398,642,000 and the Certificate Balance of the Class A-1A Certificates, S-116 (b) the lesser of $10,032,000 and the Certificate Balance of the Class A-2 Certificates, (c) the aggregate of the Certificate Balances of the Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and the Class A-3FL Regular Interest, and (d) the lesser of $2,036,000 and the Certificate Balance of the Class J Certificates; (8) after the Distribution Date in February 2009, through and including the Distribution Date in August 2009, the sum of (a) the lesser of $390,021,000 and the Certificate Balance of the Class A-1A Certificates, (b)the lesser of $159,548,000 and the Certificate Balance of the Class A-3FX Certificates, (c) the aggregate of the Certificate Balances of the Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates, (d) the lesser of $22,159,000 and the balance of the Class A-3FL Regular Interest and (e) the lesser of $4,742,000 and the Certificate Balance of the Class H Certificates; (9) after the Distribution Date in August 2009 through and including the Distribution Date in February 2010, the sum of (a) the lesser of $357,316,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $46,954,000 and the Certificate Balance of the Class A-3FX Certificates, (c) the aggregate of the Certificate Balances of the Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates, (d) the lesser of $6,521,000 and the balance of the Class A-3FL Regular Interest and (e) the lesser of $10,714,000 and the Certificate Balance of the Class G Certificates; (10) after the Distribution Date in February 2010 through and including the Distribution Date in August 2010, the sum of (a) the lesser of $260,171,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $17,114,000 and the Certificate Balance of the Class A-5 Certificates, (c) the aggregate of the Certificate Balances of the Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D and Class E Certificates and (d) the lesser of $13,102,000 and the Certificate Balance of the Class F Certificates; (11) after the Distribution Date in August 2010 through and including the Distribution Date in February 2011, the sum of (a) the lesser of $251,922,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $69,530,000 and the Certificate Balance of the Class A-AB Certificates, (c) the lesser of $9,849,000 and the Certificate Balance of the Class A-6 Certificates, (d) the aggregate of the Certificate Balances of the Class A-7A, Class A-7B, Class A-J, Class B, Class C, Class D and Class E Certificates and (d) the lesser of $1,689,000 and the Certificate Balance of the Class F Certificates; (12) after the Distribution Date in February 2011 through and including the Distribution Date in August 2011, the sum of (a) the lesser of $246,541,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $56,465,000 and the Certificate Balance of the Class A-AB Certificates, (d) the aggregate of the Certificate Balances of the Class A-7A, Class A-7B, Class A-J, Class B, Class C and Class D Certificates and (e) the lesser of $25,162,000 and the Certificate Balance of the Class E Certificates; (13) after the Distribution Date in August 2011 through and including the Distribution Date in February 2012, the sum of (a) the lesser of $229,915,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $375,247,000 and the Certificate Balance of the Class A-7A Certificates, (c) the aggregate of the Certificate Balances of the Class A-7B, Class A-J, Class B, Class C and Class D Certificates and (d) the lesser of $15,048,000 and the Certificate Balance of the Class E Certificates; (14) after the Distribution Date in February 2012 through and including the Distribution Date in August 2012, the sum of (a) the lesser of $225,014,000 and the Certificate Balance of the Class A-1A Certificates, (b) the lesser of $309,682,000 and the Certificate Balance of the Class A-7A Certificates, (c) the aggregate of the Certificate Balances of the Class A-7B, Class A-J, Class B, Class C and Class D Certificates and (d) the lesser of $5,472,000 and the Certificate Balance of the Class E Certificates; and (15) after the Distribution Date in August 2012, $0. The Initial Notional Amount of the Class X-P Certificates will be approximately $2,070,356,000. The Notional Amount of each Class X Certificate is used solely for the purpose of determining the amount of interest to be distributed on such Certificate and does not represent the right to receive any distributions of principal. S-117 The Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will have an aggregate initial Certificate Balance of approximately $163,999,258. The Offered Certificates will be maintained and transferred in book-entry form and issued in denominations of $10,000 initial Certificate Balance (other than the Class X-P Certificates, for which the minimum denomination will be $1,000,000 (notional amount)), and integral multiples of $1 in excess of that amount. The "Percentage Interest" evidenced by any Certificate (other than the Class S and Residual Certificates) is equal to its initial denomination as of the Closing Date, divided by the initial Certificate Balance or Notional Amount of the class to which it belongs. The Offered Certificates will initially be represented by one or more global Certificates registered in the name of the nominee of The Depository Trust Company ("DTC"). The Depositor has been informed by DTC that DTC's nominee will be Cede & Co. No person acquiring an interest in the Offered Certificates (this person, a "Certificate Owner") will be entitled to receive an Offered Certificate in fully registered, certificated form representing its interest in that class, except as set forth under "--Book-Entry Registration and Definitive Certificates" below. Unless and until definitive certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from Certificate Owners through its participating organizations (together with Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and the Euroclear System ("Euroclear") participating organizations (the "Participants"), and all references in this prospectus supplement to payments, notices, reports and statements to holders of the Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to Certificate Owners through its Participants in accordance with DTC procedures. See "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in the prospectus. Until definitive certificates are issued, interests in any class of Offered Certificates will be transferred on the book-entry records of DTC and its Participants. CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT LaSalle Bank National Association will initially serve as registrar (in that capacity, the "Certificate Registrar") for the purposes of recording and otherwise providing for the registration of the Offered Certificates and of transfers and exchanges of the definitive certificates, if issued, and as authenticating agent of the Certificates (in that capacity, the "Authenticating Agent"). BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES General. Certificate Owners may hold their Certificates through DTC (in the United States) or Clearstream, Luxembourg or Euroclear Bank S.A./N.V. ("Euroclear") (in Europe) if they are Participants of that system, or indirectly through organizations that are Participants in those systems. Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of the Clearstream, Luxembourg Participants and the Euroclear Participants, respectively, through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on the books of their respective depositories (collectively, the "Depositories") which in turn will hold those positions in customers' securities accounts in the Depositories' names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations ("Direct Participants"). Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participants"). Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream, Luxembourg Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. S-118 Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream, Luxembourg Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depository; however, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, Euroclear or Clearstream, Luxembourg, as the case may be, will then deliver instructions to the Depository to take action to effect final settlement on its behalf. Because of time-zone differences, credits of securities in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and those credits or any transactions in those securities settled during those processing will be reported to the relevant Clearstream, Luxembourg Participant or Euroclear Participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC. Certificate Owners that are not Direct or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, the Offered Certificates may do so only through Direct and Indirect Participants. In addition, Certificate Owners will receive all distributions of principal of and interest on the Offered Certificates from the Trustee through DTC and its Direct and Indirect Participants. Accordingly, Certificate Owners may experience delays in their receipt of payments, since those payments will be forwarded by the Trustee to Cede & Co., as nominee of DTC. DTC will forward those payments to its Participants, which thereafter will forward them to Indirect Participants or beneficial owners of Offered Certificates. Except as otherwise provided under "--Reports to Certificateholders; Certain Available Information" below, Certificate Owners will not be recognized by the Certificate Registrar, the Trustee, the Fiscal Agent, the Special Servicer or the Master Servicer as holders of record of Certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Direct and Indirect Participants. Under the rules, regulations and procedures creating and affecting DTC and its operations (the "Rules"), DTC is required to make book-entry transfers of the Offered Certificates among Participants and to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Direct and Indirect Participants with which Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit the distributions on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess physical certificates evidencing their interests in the Offered Certificates, the Rules provide a mechanism by which Certificate Owners, through their Direct and Indirect Participants, will receive distributions and will be able to transfer their interests in the Offered Certificates. Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of Certificateholders to pledge the Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to the Certificates, may be limited due to the lack of a physical certificate for the Certificates. Clearstream Luxembourg is registered as a Luxembourg bank. It is subject to regulation by the Bank Centrale du Luxembourg, which supervises Luxembourg banks. Clearstream Luxembourg and Euroclear have established an electronic bridge between their two systems across which their respective participants may settle trades with each other. Euroclear operates the Euroclear System pursuant to a license agreement with Euroclear plc, a United Kingdom public limited company ("Euroclear plc"), which agreement gives Euroclear Bank the right to determine matters of policy for the Euroclear System, admit clients, approve depositaries and fees to be charged to clients, as well as the right to receive those fees. Euroclear plc sets strategic direction and policies for the Euroclear System and monitors progress towards meeting objectives. S-119 DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that those actions are taken on behalf of Participants whose holdings include the undivided interests. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. Although DTC, Euroclear and Clearstream, Luxembourg have implemented the foregoing procedures in order to facilitate transfers of interests in global Certificates among Participants of DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or to continue to comply with the foregoing procedures, and the foregoing procedures may be discontinued at any time. None of the Depositor, the Master Servicer, the Certificate Registrar, the Underwriters, the Special Servicer, the Trustee or the Fiscal Agent will have any liability for any actions taken by DTC, Euroclear or Clearstream, Luxembourg, their respective Direct or Indirect Participants or their nominees, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to that beneficial ownership interest. The information in this prospectus supplement concerning DTC, Clearstream, Luxembourg and Euroclear and their book-entry systems has been obtained from sources believed to be reliable, but the Depositor takes no responsibility for the accuracy or completeness of the information. Definitive Certificates. Definitive certificates will be issued to Certificate Owners or their nominees, respectively, rather than to DTC or its nominee, only under the limited conditions set forth in the prospectus under "Description of the Certificates--Book-Entry Registration and Definitive Certificates." Upon the occurrence of an event described in the prospectus in the second to last paragraph under "Description of the Certificates--Book-Entry Registration and Definitive Certificates," the Trustee is required to notify, through DTC, Direct Participants who have ownership of Offered Certificates as indicated on the records of DTC of the availability of definitive certificates. Upon surrender by DTC of the global certificates representing the Offered Certificates and upon receipt of instructions from DTC for re-registration, the Certificate Registrar and the Authenticating Agent will reissue the Offered Certificates as definitive certificates issued in the respective Certificate Balances owned by individual Certificate Owners, and thereafter the Certificate Registrar, the Trustee, the Fiscal Agent, the Special Servicer and the Master Servicer will recognize the holders of those definitive certificates as Certificateholders under the Pooling and Servicing Agreement. For additional information regarding DTC and Certificates maintained on the book-entry records of DTC, see "Description of the Certificates--Book-Entry Registration and Definitive Certificates" in the prospectus. DISTRIBUTIONS Method, Timing and Amount. Distributions on the Certificates are required to be made by the Trustee, to the extent of available funds, on the 10th day of each month or, if the 10th day is not a business day, then on the next succeeding business day, commencing in September 2005 (each, a "Distribution Date"). All distributions (other than the final distribution on any Certificate) are required to be made to the Certificateholders in whose names the Certificates are registered at the close of business on each Record Date. With respect to any Distribution Date, the "Record Date" will be the last business day of the month preceding the month in which that Distribution Date occurs. These distributions are required to be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities therefor, if the Certificateholder has provided the Trustee with written wiring instructions no less than five business days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions) and is the S-120 registered owner of Certificates with an aggregate initial Certificate Balance or Notional Amount, as the case may be, of at least $5,000,000, or otherwise by check mailed to the Certificateholder. The final distribution on any Certificate is required to be made in like manner, but only upon presentation and surrender of the Certificate at the location that will be specified in a notice of the pendency of the final distribution. All distributions made with respect to a class of Certificates will be allocated pro rata among the outstanding Certificates of that class based on their respective Percentage Interests. The Master Servicer is required to establish and maintain, or cause to be established and maintained, one or more accounts (collectively, the "Certificate Account") as described in the Pooling and Servicing Agreement. The Master Servicer is required to deposit in the Certificate Account on a daily basis (and in no event later than the business day following receipt of available funds): (a) all payments and collections due after the Cut-off Date and other amounts received with respect to the mortgage loans (other than with respect to a mortgage loan included in a Serviced Whole Loan); (b) all proceeds received from the purchase of a mortgage loan from the trust pursuant to the Pooling and Servicing Agreement or any related intercreditor agreement, and (c) except with respect to a Serviced Whole Loan, 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 (the "Insurance Proceeds") or in connection with the full or partial condemnation of a Mortgaged Property (the "Condemnation Proceeds") and certain amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired by foreclosure or otherwise (the "Liquidation Proceeds") (or, in the case of a Non-Serviced Mortgage Loan, the portion of such proceeds allocable to the trust under the related intercreditor agreement). The Master Servicer will be permitted to make withdrawals from the Certificate Account as set forth in the Pooling and Servicing Agreement. With respect to each Serviced Whole Loan, the Master Servicer is required to establish and maintain, or cause to be established and maintained, a separate custodial account, which may be a sub-account of the Certificate Account as described in the Pooling and Servicing Agreement. The Master Servicer is required to deposit in each custodial account within one business day following receipt of available funds, in each case, to the extent received from the related borrower pursuant to the related intercreditor agreement: (a) all payments and collections due after the Cut-off Date and other amounts received with respect to such Serviced Whole Loan; (b) all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds with respect to the related Mortgaged Property or Serviced Whole Loan (other than Liquidation Proceeds derived from the sale of the related mortgage loan to the holder of any related Serviced B Note pursuant to the related intercreditor agreement, as a Defaulted Mortgage Loan pursuant to the exercise of the Purchase Option or pursuant to the termination of the trust fund, which funds will be deposited into the Certificate Account); and will be permitted to make withdrawals from the custodial account as set forth in the Pooling and Servicing Agreement. All amounts in each custodial account that are allocable to the related mortgage loan will be transferred to the Certificate Account on the related Servicer Remittance Date following receipt of such funds. The Trustee is required to establish and maintain an account (the "Lower-Tier Distribution Account") and subaccount thereof (the "Upper-Tier Distribution Account" and, together with the Lower-Tier Distribution Account, the "Distribution Account") in the name of the Trustee and for the benefit of the Certificateholders. On each Distribution Date, the Trustee is required to apply amounts on deposit in the Upper-Tier Distribution Account (which will include all funds that were remitted by the Master Servicer from the Certificate Account plus, among other things, any P&I Advances less amounts, if any, distributable to the Class LR Certificates as set forth in the Pooling and Servicing Agreement) generally to make distributions of interest and principal from the Available Distribution Amount to the Certificateholders as described in this prospectus supplement. Each of the Certificate Account and the Distribution Account will be required to conform to certain eligibility requirements set forth in the Pooling and Servicing Agreement. S-121 The Trustee is required to establish and maintain an "Interest Reserve Account" in the name of the Trustee for the benefit of the holders of the Certificates. On each Servicer Remittance Date occurring in February and on any Servicer Remittance Date occurring in any January which occurs in a year that is not a leap year, the Master Servicer will be required to remit to the Trustee for deposit into the Interest Reserve Account during the related interest period, in respect of the mortgage loans that accrue interest on an Actual/360 Basis (collectively, the "Withheld Loans") and the 125 West 55th Street Mortgage Loan an amount equal to one day's interest at the Mortgage Rate (without giving effect to the proviso in the definition thereof) minus the Administrative Cost Rate for each Withheld Loan on its Stated Principal Balance as of the Distribution Date in the month preceding the month in which the related Servicer Remittance Date occurs, to the extent a Periodic Payment or P&I Advance is made in respect of such mortgage loans (all amounts so deposited in any consecutive January (if applicable) and February, "Withheld Amounts"). On each Distribution Date occurring in March, the Trustee will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit that amount into the Lower-Tier Distribution Account. The Withheld Amount for each applicable Distribution Date for the 125 West 55th Street Mortgage Loan will be equal to 1/30th of the interest accrued in respect of the immediately preceding Due Date, and the Withheld Amount for each applicable Distribution Date for each Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each will be equal 1/31st of the interest accrued in respect of the immediately preceding Due Date, in each case to the extent a monthly payment or P&I Advance is made in respect thereof. The Trustee is required to establish and maintain an "Excess Liquidation Proceeds Reserve Account," which may be a subaccount of the Distribution Account, in the name of the Trustee for the benefit of the holders of the Certificates. On or before each Servicer Remittance Date related to the applicable Distribution Date, the Master Servicer or Special Servicer, as applicable, will be required to remit to the Trustee for deposit into the Excess Liquidation Proceeds Reserve Account, an amount equal to the Excess Liquidation Proceeds received on or prior to the Determination Date. "Excess Liquidation Proceeds" means with respect to any mortgage loan, the excess of (i) Liquidation Proceeds of that mortgage loan or related REO Property (in the case of any Non-Serviced Mortgage Loan, to the extent received pursuant to the related intercreditor agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) net of any related expenses incurred in connection with the liquidation of such mortgage loan, unpaid servicing compensation, Advances and interest on Advances over (ii) the amount that would have been received if payment in full had been made with respect to such mortgage loan on the Due Date immediately following the date on which such proceeds were received. The Trustee is required to establish and maintain an "Excess Interest Distribution Account" in the name of the Trustee for the benefit of the Class S 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 Due Period. The Excess Interest Distribution Account may be a subaccount of the Distribution Account. The Master Servicer is authorized but not required to direct the investment of funds held in the Certificate Account (and in the custodial accounts maintained with respect to each Serviced Whole Loan) in U.S. government securities and other obligations that are acceptable to each of Fitch and S&P ("Permitted Investments"), and the Master Servicer will be entitled to retain any interest or other income earned on the funds. The Master Servicer will be required to bear any losses resulting from the investment of the funds, other than losses which result from the insolvency of any financial institution which was an eligible institution under the terms of the Pooling and Servicing Agreement in the month in which the loss occurred and at the time the investment was made. The aggregate amount available for distribution to Certificateholders on each Distribution Date (the "Available Distribution Amount") will, in general, equal the sum of the following amounts (without duplication): (a) the total amount of all cash received on the mortgage loans and any REO Properties (including the trust's beneficial interest in the Mortgaged Property related to any Non-Serviced Mortgage Loan S-122 acquired pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) (and in the case of any Non-Serviced Mortgage Loan, only to the extent received by the Trustee pursuant to the related intercreditor agreement and/or the related Pooling Agreement) that is on deposit in the Lower-Tier Distribution Account as of the close of business on the related Servicer Remittance Date (including, with respect to any mortgage loan included in each Serviced Whole Loan, any amounts to be transferred from the related custodial account on such date), exclusive of (without duplication): (1) all Periodic Payments and balloon payments collected but due on a due date subsequent to the related Due Period; (2) all principal prepayments, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date; (3) all amounts in the Certificate Account and the Lower-Tier Distribution Account that are due or reimbursable to any person other than the Certificateholders; (4) with respect to each Withheld Loan and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year, the related Withheld Amount to the extent those funds are collected or advanced and are required to be deposited in the Interest Reserve Account; (5) Excess Interest; (6) all Yield Maintenance Charges; and (7) all amounts deposited in the Lower-Tier Distribution Account in error; (b) all P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders). See "Description of the Pooling Agreements--Certificate Account" in the prospectus; (c) for the Distribution Date occurring in each March, the related Withheld Amounts required to be deposited in the Lower-Tier Distribution Account pursuant to the Pooling and Servicing Agreement; and (d) all funds released from the Excess Liquidation Proceeds Reserve Account with respect to such Distribution Date. The aggregate amount available for distributions to the holders of the Class A-3FL Certificates on each Distribution Date (the "Class A-3FL Available Funds") will equal the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-3FL Regular Interest with respect to such Distribution Date and (ii) the amount, if any, received from the Swap Counterparty pursuant to the Swap Contract, less (iii) all amounts required to be paid to the Swap Counterparty pursuant to the Swap Contract for such related Distribution Date. See "Description of the Swap Contract" in this prospectus supplement. Floating Rate Account. On or before the Closing Date, the Trustee will establish and maintain a "Floating Rate Account" in trust for the benefit of the holders of the Class A-3FL Certificates, as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. The Floating Rate Account may be a subaccount of the Distribution Account. Promptly upon receipt of any payment or other receipt in respect of the Class A-3FL Regular Interest or the Swap Contract, the Trustee will deposit the same into the Floating Rate Account. See "Description of the Swap Contract" in this prospectus supplement. The "Due Period" for each Distribution Date will be the period commencing immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs and ending on the close of business on the Determination Date in the calendar month in which such Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Due Period is not a business day, any payments received with respect to the mortgage loans relating to the related Due Period on the business day immediately following that day will be deemed to have been received during that Due Period and not during any other Due Period. S-123 All amounts received by the trust with respect to each Serviced Whole Loan will be applied to amounts due and owing under such Serviced Whole Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related loan documents, the related Intercreditor Agreement and the Pooling and Servicing Agreement. The Pooling and Servicing Agreement will prohibit the application of amounts received on any Serviced B Note to cover certain REMIC-related expenses payable with respect to the mortgage loans and REO Properties in the trust. Priority. On each Distribution Date, for so long as the Certificate Balances of the Certificates have not been reduced to zero, the Trustee is required to apply amounts on deposit in the Upper-Tier Distribution Account, to the extent of the Available Distribution Amount, in the following order of priority: First, to pay interest, concurrently, o on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B Certificates and the Class A-3FL Regular Interest from the portion of the Available Distribution Amount for such Distribution Date attributable to mortgage loans in Loan Group 1 up to an amount equal to the aggregate Interest Distribution Amount for those classes or regular interest, in each case based upon their respective entitlement to interest for that Distribution Date; provided that interest distributed to the Class A-7 Certificates will be applied first to the Class A-7A Certificates up to their interest entitlement and then to the Class A-7B Certificates up to their interest entitlement; o on the Class A-1A Certificates from the portion of the Available Distribution Amount for such Distribution Date attributable to mortgage loans in Loan Group 2 up to an amount equal to the aggregate Interest Distribution Amount for such class; and o on the Class X-C and Class X-P Certificates from the Available Distribution Amount for such Distribution Date up to an amount equal to the aggregate Interest Distribution Amount for those classes, in each case based upon their respective entitlements to interest for that Distribution Date. However, if on any Distribution Date, the Available Distribution Amount (or applicable portion thereof) is insufficient to pay in full the total amount of interest to be paid to any of the classes described above, the Available Distribution Amount for such Distribution Date will be allocated among all those classes, pro rata, in accordance with their interest entitlements; provided that interest distributed to the Class A-7 Certificates will be applied first to the Class A-7A Certificates up to their interest entitlement and then to the Class A-7B Certificates up to their interest entitlement; Second,in reduction of the Certificate Balances thereof; A. to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B Certificates and the Class A-3FL Regular Interest: o first, to the Class A-AB Certificates, in an amount up to the Group 1 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-AB Certificates has been reduced to the Planned Principal Balance as set forth on Annex A-6 for such Distribution Date; o then, to the Class A-1 Certificates, in an amount equal to the Group 1 Principal Distribution Amount for such Distribution Date (or the portion of it remaining after the above distributions on the Class A-AB Certificates) and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distribution to the Class A-AB Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-1 Certificates is reduced to zero; o then, to the Class A-2 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB and Class A-1 S-124 Certificates) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the Class A-AB and Class A-1 Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-2 Certificates is reduced to zero; o then, to the Class A-3FX Certificates and the Class A-3FL Regular Interest, pro rata, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1 and Class A-2 Certificates) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the Class A-AB, Class A-1 and Class A-2 Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-3FX Certificates and the Class A-3FL Regular Interest is reduced to zero; o then, to the Class A-4 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1, Class A-2 and Class A-3FX Certificates and the Class A-3FL Regular Interest) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the Class A-AB, Class A-1, Class A-2 and Class A-3FX Certificates and the Class A-3FL Regular Interest have been made on such Distribution Date, until the Certificate Balance of the Class A-4 Certificates is reduced to zero; o then, to the Class A-5 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1, Class A-2, Class A-3FX and Class A-4 Certificates and the Class A-3FL Regular Interest) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the Class A-AB, Class A-1, Class A-2, Class A-3FX and Class A-4 Certificates and the Class A-3FL Regular Interest have been made on such Distribution Date, until the Certificate Balance of the Class A-5 Certificates is reduced to zero; o then, to the Class A-6 Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4 and Class A-5 Certificates and the Class A-3FL Regular Interest) for such Distribution Date, and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4 and Class A-5 Certificates and the Class A-3FL Regular Interest have been made, until the Certificate Balance of the Class A-6 Certificates is reduced to zero. o then, to the Class A-AB Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 Certificates and the Class A-3FL Regular Interest) for such Distribution Date and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 Certificates and the Class A-3FL Regular Interest have been made on such Distribution Date, until the Certificate Balance of the Class A-AB Certificates is reduced to zero; o then, to the Class A-7A Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 Certificates and the Class A-3FL Regular Interest) for such Distribution Date, and, after the Certificate Balance of the Class A-1A Certificates has been S-125 reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 Certificates and the Class A-3FL Regular Interest have been made, until the Certificate Balance of the Class A-7A Certificates is reduced to zero; and o then, to the Class A-7B Certificates, in an amount equal to the Group 1 Principal Distribution Amount (or the portion of it remaining after the above distributions on the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6 and Class A-7A Certificates and Class A-3FL Regular Interest) for such Distribution Date, and, after the Certificate Balance of the Class A-1A Certificates has been reduced to zero, the Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates and the above distributions to the, Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6 and Class A-7A Certificates and the Class A-3FL Regular Interest have been made, until the Certificate Balance of the Class A-7B Certificates is reduced to zero;. B. to the Class A-1A Certificates, in an amount up to the Group 2 Principal Distribution Amount for such Distribution Date and, after the Certificate Balance of the Class A-7B Certificates has been reduced to zero, the Group 1 Principal Distribution Amount remaining after the above distributions to the Class A-AB, Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-7A and Class A-7B Certificates and Class A-3FL Regular Interest have been made on such Distribution Date, until the Certificate Balance of the Class A-1A Certificates is reduced to zero; Third, to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7 and Class A-1A Certificates and Class A-3FL Regular Interest, pro rata (based upon the aggregate unreimbursed Collateral Support Deficit allocated to that class), until all amounts of Collateral Support Deficit previously allocated to those classes, but not previously reimbursed, have been reimbursed in full; provided that any such reimbursement to the Class A-7 Certificates will be allocated first to the Class A-7A Certificates and then to the Class A-7B Certificates; Fourth, to the Class A-J Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Fifth, following reduction of the Certificate Balances of the Class A Certificates (other than the Class A-3FL Certificates) and Class A-3FL Regular Interest to zero, to the Class A-J Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A Certificates (other than the Class A-3FL Certificates) and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Sixth, to the Class A-J Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class A-J Certificates, but not previously reimbursed, have been reimbursed in full; Seventh, to the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Eighth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates) and Class A-J Certificates and Class A-3FL Regular Interest to zero, to the Class B Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates) and Class A-J Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Ninth, to the Class B Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class B Certificates, but not previously reimbursed, have been reimbursed in full; Tenth, to the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Eleventh, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J and Class B Certificates and Class A-3FL Regular Interest to zero, to the Class C Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or S-126 the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J and Class B Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Twelfth, to the Class C Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class C Certificates, but not previously reimbursed, have been reimbursed in full; Thirteenth, to the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Fourteenth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B and Class C Certificates and Class A-3FL Regular Interest to zero, to the Class D Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B and Class C Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Fifteenth, to the Class D Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class D Certificates, but not previously reimbursed, have been reimbursed in full; Sixteenth, to the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Seventeenth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C and Class D Certificates and Class A-3FL Regular Interest to zero, to the Class E Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C and Class D Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Eighteenth, to the Class E Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class E Certificates, but not previously reimbursed, have been reimbursed in full; Nineteenth, to the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Twentieth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D and Class E Certificates and Class A-3FL Regular Interest to zero, to the Class F Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D and Class E Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Twenty-first, to the Class F Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class F Certificates, but not previously reimbursed, have been reimbursed in full; Twenty-second, to the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Twenty-third, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E and Class F Certificates and Class A-3FL Regular Interest to zero, to the Class G Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E and Class F Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Twenty-fourth, to the Class G Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class G Certificates, but not previously reimbursed, have been reimbursed in full; Twenty-fifth, to the Class H Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Twenty-sixth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates and Class A-3FL S-127 Regular Interest to zero, to the Class H Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Twenty-seventh, to the Class H Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class H Certificates, but not previously reimbursed, have been reimbursed in full; Twenty-eighth, to the Class J Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Twenty-ninth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and Class A-3FL Regular Interest to zero, to the Class J Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Thirtieth, to the Class J Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class J Certificates, but not previously reimbursed, have been reimbursed in full; Thirty-first, to the Class K Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Thirty-second, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates and Class A-3FL Regular Interest to zero, to the Class K Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Thirty-third, to the Class K Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class K Certificates, but not previously reimbursed, have been reimbursed in full; Thirty-fourth, to the Class L Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Thirty-fifth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates and Class A-3FL Regular Interest to zero, to the Class L Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Thirty-sixth, to the Class L Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class L Certificates, but not previously reimbursed, have been reimbursed in full; Thirty-seventh, to the Class M Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Thirty-eighth, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest to zero, to the Class M Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; S-128 Thirty-ninth, to the Class M Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class M Certificates, but not previously reimbursed, have been reimbursed in full; Fortieth, to the Class N Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Forty-first, following reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest to zero, to the Class N Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Forty-second, to the Class N Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class N Certificates, but not previously reimbursed, have been reimbursed in full; Forty-third, to the Class O Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class: Forty-fourth, following the reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest to zero, to the Class O Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Forty-fifth, to the Class O Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class O Certificates, but not previously reimbursed, have been reimbursed in full; Forty-sixth, to the Class P Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Forty-seventh, following the reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest to zero, to the Class P Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Forty-eighth, to the Class P Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class P Certificates, but not previously reimbursed, have been reimbursed in full; Forty-ninth,to the Class Q Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for that class; Fiftieth, following the reduction of the Certificate Balances of the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest to zero, to the Class Q Certificates, in reduction of its Certificate Balance, an amount equal to the Principal Distribution Amount (or the portion of it remaining after distributions on the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest on that Distribution Date), until the Certificate Balance of that class is reduced to zero; Fifty-first, to the Class Q Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class Q Certificates, but not previously reimbursed, have been reimbursed in full; and S-129 Fifty-second, to the Class R and Class LR Certificates, the amount, if any, of the Available Distribution Amount remaining in the Upper-Tier Distribution Account and the Lower-Tier Distribution Account, respectively, with respect to that Distribution Date. Reimbursement of previously allocated Collateral Support Deficit will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the class of Certificates in respect of which a reimbursement is made. Notwithstanding the distribution priority second set forth above, on and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have all been (i) reduced to zero as a result of losses on the mortgage loans or (ii) deemed reduced to zero as a result of Appraisal Reductions, without regard to any Collateral Support Deficit remaining unreimbursed (that date, the "Cross-Over Date"), the Principal Distribution Amount will be distributed, pro rata (based upon their respective Certificate Balances), among the classes of Class A Certificates without regard to the priorities in the distribution priority second set forth above, provided, that Principal Distribution Amounts distributed to the Class A-7 Certificates will be applied first to the Class A-7A Certificates until the aggregate Certificate Balance of such Class is reduced to zero and then to the Class A-7B Certificates until the aggregate Certificate Balance of such Class is reduced to zero. Any amounts remaining after the Certificate Balances of the Class A Certificates have been reduced to zero will be distributed to the Subordinate Certificates in accordance with the distribution priority set forth above. Pass-Through Rates. The interest rate (the "Pass-Through Rate" applicable to each class of Certificates (other than the Class S and Residual Certificates) for any Distribution Date will equal the rates set forth below. The approximate initial Pass-Through Rate on the Class A-1 Certificates is a per annum rate equal to 4.5910%.(1) The approximate initial Pass-Through Rate on the Class A-2 Certificates is a per annum rate equal to 4.8530%.(1) The approximate initial Pass-Through Rate on the Class A-3FX Certificates is a per annum rate equal to 4.8630%.(1) The approximate initial Pass-Through Rate on the Class A-3FL Certificates is a per annum rate equal to LIBOR plus 0.125%.(1) The approximate initial Pass-Through Rate on the Class A-3FL Regular Interest is a per annum rate equal to 4.7340%.(2) The approximate initial Pass-Through Rate on the Class A-4 Certificates is a per annum rate equal to 5.0460%.(3) The approximate initial Pass-Through Rate on the Class A-5 Certificates is a per annum rate equal to 4.9790%.(3) The approximate initial Pass-Through Rate on the Class A-6 Certificates is a per annum rate equal to 5.0830%.(3) The approximate initial Pass-Through Rate on the Class A-AB Certificates is a per annum rate equal to 4.9400%.(1) The approximate initial Pass-Through Rate on the Class A-7A Certificates is a per annum rate equal to 4.9740%.(3) The approximate initial Pass-Through Rate on the Class A-7B Certificates is a per annum rate equal to 5.0350%.(3) The approximate initial Pass-Through Rate on the Class A-1A Certificates is a per annum rate equal to 4.9490%.(3) The approximate initial Pass-Through Rate on the Class A-J Certificates is a per annum rate equal to 5.0650%.(3) S-130 The approximate initial Pass-Through Rate on the Class B Certificates is a per annum rate equal to 5.2093%.(4) The approximate initial Pass-Through Rate on the Class C Certificates is a per annum rate equal to 5.2283%.(4) The approximate initial Pass-Through Rate on the Class D Certificates is a per annum rate equal to 5.2583%.(4) The approximate initial Pass-Through Rate on the Class E Certificates is a per annum rate equal to 5.2753%.(5) The approximate initial Pass-Through Rate on the Class F Certificates is a per annum rate equal to 5.2753%.(5) The approximate initial Pass-Through Rate on the Class G Certificates is a per annum rate equal to 5.2753%.(5) The approximate initial Pass-Through Rate on the Class H Certificates is a per annum rate equal to 5.2753%.(5) The approximate initial Pass-Through Rate on the Class J Certificates is a per annum rate equal to 5.2753%.(5) The approximate initial Pass-Through Rate on the Class K Certificates is a per annum rate equal to 4.7600%.(3) The approximate initial Pass-Through Rate on the Class L Certificates is a per annum rate equal to 4.7600%.(3) The approximate initial Pass-Through Rate on the Class M Certificates is a per annum rate equal to 4.7600%.(3) The approximate initial Pass-Through Rate on the Class N Certificates is a per annum rate equal to 4.7600%.(3) The approximate initial Pass-Through Rate on the Class O Certificates is a per annum rate equal to 4.7600%.(3) The approximate initial Pass-Through Rate on the Class P Certificates is a per annum rate equal to 4.7600%.(3) The approximate initial Pass-Through Rate on the Class Q Certificates is a per annum rate equal to 4.7600%.(3) ---------- (1) The Class A-1, Class A-2, Class A-3FX and Class A-AB certificates will each accrue interest at a fixed rate. (2) The pass-through rate applicable to the Class A-3FL certificates on each distribution date will be a per annum rate equal to LIBOR plus 0.125%. In addition, under certain circumstances described in this prospectus supplement, the pass-through rate applicable to the Class A-3FL certificates may convert to a fixed rate equal to 4.7340% per annum. The initial LIBOR rate will be determined on August 23, 2005, and subsequent LIBOR rates will be determined two LIBOR business days before the start of the related interest accrual period. (3) The Class A-4, Class A-5, Class A-6, Class A-7A, Class A-7B, Class A-1A, Class A-J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q certificates will each accrue interest at a fixed rate subject to a cap at the weighted average of the net mortgage interest rates of the mortgage loans. (4) The Class B, Class C and Class D certificates will accrue interest at a rate equal to the weighted average of the net mortgage interest rates of the mortgage loans minus 0.066%, 0.047% and 0.017%, respectively. (5) The Class E, Class F, Class G, Class H and Class J Certificates will each accrue interest at a rate equal to the weighted average of the net mortgage interest rates of the mortgage loans. Distributions on the Class A-3FL Certificates. On each Distribution Date, for so long as the Certificate Balance of the Class A-3FL Certificates has not been reduced to zero, the Trustee is required to apply amounts on deposit in the Floating Rate Account to the extent of the Class A-3FL Available Funds, in the following order of priority: First, to the holders of the A-3FL Certificates, in respect of interest, up to an amount equal to the Class A-3FL Interest Distribution Amount; S-131 Second, to the holders of the Class A-3FL Certificates, in respect of principal, up to an amount equal to the Class A-3FL Principal Distribution Amount until the Certificate Balance of such Class is reduced to zero; Third, to the holders of the Class A-3FL Certificates, until all Realized Losses and Additional Trust Fund Expenses previously allocated to the Class A-3FL Certificates (as a result of the allocation of the Realized Losses and Additional Trust Fund Expenses to the Class A-3FL Regular Interest) but not previously reimbursed, have been reimbursed in full; Fourth, to pay any termination payments, if any, to the Swap Counterparty; and Fifth, any remaining amount to the holders of the Class A-3FL Certificates. See "Description of the Swap Contract" in this prospectus supplement. The term "LIBOR" means, with respect to the Class A-3FL Certificates and each Interest Accrual Period, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Dow Jones Market Service (formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date. If such rate does not appear on Dow Jones Market Service Page 3750, the rate for that Interest Accrual Period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by any four major reference banks in the London interbank market selected by the Trustee to provide such bank's offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The Trustee will request the principal London office of any four major reference banks in the London interbank market selected by the Trustee to provide a quotation of such rates, as offered by each such bank. If at least two such quotations are provided, the rate for that Interest Accrual Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Accrual Period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Trustee, at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date with respect to such Interest Accrual Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the LIBOR Determination Date with respect to such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The Trustee will determine LIBOR for each Interest Accrual Period, and the determination of LIBOR by the Trustee will be binding absent manifest error. The "LIBOR Determination Date" for the Class A-3FL Certificates is (i) with respect to the initial Interest Accrual Period, the date that is two LIBOR Business Days prior to the Closing Date, and (ii) with respect to each Interest Accrual Period thereafter, the date that is two LIBOR Business Days prior to the beginning of the related Interest Accrual Period. A "LIBOR Business Day" is any day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England. The Pass-Through Rate applicable to the Class X-C and Class X-P Certificates for the initial Distribution Date will equal approximately 0.03870% and 0.2697% per annum, respectively. The Pass-Through Rate applicable to the Class X-C Certificates for each Distribution Date subsequent to the initial Distribution Date will, in general, equal the weighted average of the respective strip rates (the "Class X-C Strip Rates") at which interest accrues from time to time on the respective components of the total Notional Amount of the Class X-C Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of all or a designated portion of the Certificate Balance of one of the classes of the Class A (other than the Class A-3FL Certificates) or Subordinate Certificates or the Class A-3FL Regular Interest. In general, the Certificate Balance of each such class will constitute a separate component of the total Notional Amount of the Class X-C Certificates; provided that, if a portion, but not all, of the Certificate Balance of any such class of Certificates or the Class A-3FL Regular Interest is identified above as being part of the total Notional Amount of the Class X-P Certificates immediately prior to any Distribution Date, then that identified portion of such Certificate Balance will also represent one or more separate components of the total Notional Amount of the Class X-C Certificates for purposes of calculating S-132 the accrual of interest for the related Distribution Date, and the remaining portion of such Certificate Balance will represent one or more other separate components of the Class X-C Certificates for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring on or before August 2012, on any particular component of the total Notional Amount of the Class X-C Certificates immediately prior to the related Distribution Date, the applicable Class X-C Strip Rate will be calculated as follows: o if such particular component consists of the entire Certificate Balance of any class of the Class A (other than the Class A-3FL Certificates) or Subordinate Certificates or the Class A-3FL Regular Interest, and if such Certificate Balance also constitutes, in its entirety, a component of the total Notional Amount of the Class X-P Certificates immediately prior to the related Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) (y) with respect to the Class B, Class C and Class D Certificates, the sum of (i) the Class X-P (Class B, Class C or Class D) Fixed Strip Rate (each as defined below) for the applicable Class X-P component and (ii) the pass-through rate in effect for such Distribution Date for the Class B, Class C and Class D Certificates, respectively and (z) for each other applicable class of Certificates or the Class A-3FL Regular Interest, the greater of (i) the rate per annum corresponding to such Distribution Date as set forth on Annex A-5 attached hereto and (ii) the Pass-Through Rate for such Distribution Date for such class of Certificates or the Class A-3FL Regular Interest; o if such particular component consists of a designated portion (but not all) of the Certificate Balance of any class of the Class A (other than the Class A-3FL Certificates) or Subordinate Certificates or the Class A-3FL Regular Interest, and if such designated portion of such Certificate Balance also constitutes a component of the total Notional Amount of the Class X-P Certificates immediately prior to the related Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) (y) with respect to the Class B, Class C and Class D Certificates, the sum of (i) the Class X-P (Class B, Class C or Class D) Fixed Strip Rate, respectively for the applicable Class X-P component and (ii) the pass-through rate in effect for such Distribution Date for the Class B, Class C or Class D Certificates and (z) for each other applicable class of Certificates or the Class A-3FL Regular Interest, the greater of (i) the rate per annum corresponding to such Distribution Date as set forth on Annex A-5 attached hereto and (ii) the Pass-Through Rate for such Distribution Date for such class of Certificates or the Class A-3FL Regular Interest; o if such particular component consists of the entire Certificate Balance of any class of the Class A (other than the Class A-3FL Certificates) or Subordinate Certificates or the Class A-3FL Regular Interest, and if such Certificate Balance does not, in whole or in part, also constitute a component of the total Notional Amount of the Class X-P Certificates immediately prior to the related Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Certificates or the Class A-3FL Regular Interest; and o if such particular component consists of a designated portion (but not all) of the Certificate Balance of any class of the Class A (other than the Class A-3FL Certificates) or Subordinate Certificates or the Class A-3FL Regular Interest, and if such designated portion of such Certificate Balance does not also constitute a component of the total Notional Amount of the Class X-P Certificates immediately prior to the related Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Certificates or the Class A-3FL Regular Interest. For any Distribution Date occurring after August 2012, the Certificate Balance of each class of the Class A (other than the Class A-3FL Certificates) and Subordinate Certificates or the Class A-3FL Regular Interest will constitute a separate component of the total Notional Amount of the Class X-C Certificates, and the applicable Class X-C Strip Rate with respect to each such component for each such Distribution Date will equal the excess, if any, of (a) the WAC Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Certificates or the Class A-3FL Regular Interest. Under no circumstances will the Class X-C Strip Rate be less than zero. S-133 The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date subsequent to the initial Distribution Date and on or before the Distribution Date in August 2012 will, in general, equal the weighted average of the respective strip rates (the "Class X-P Strip Rates") at which interest accrues from time to time on the respective components of the total Notional Amount of the Class X-P Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Following the August 2012 Distribution Date, the Class X-P Certificates will cease to accrue interest. In connection therewith, the Class X-P Certificates will have a 0% Pass-Through Rate for the September 2012 Distribution Date and for each Distribution Date thereafter. Each of those components will be comprised of all or a designated portion of the Certificate Balance of a specified class of the Class A (other than the Class A-3FL Certificates) or Subordinate Certificates or the Class A-3FL Regular Interest. If all or a designated portion of the Certificate Balance of any such class of Certificates is identified above as being part of the total Notional Amount of the Class X-P Certificates immediately prior to any Distribution Date, then that Certificate Balance (or designated portion thereof) will represent one or more components of the total Notional Amount of the Class X-P Certificate for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring in or before August 2012, on any particular component of the total Notional Amount of the Class X-P Certificates immediately prior to the related Distribution Date, the applicable Class X-P Strip Rate will equal (a) with respect to the Class B Certificates, 0.036% (the "Class X-P (Class B) Fixed Strip Rate"), (b) with respect to the Class C Certificates, 0.017% (the "Class X-P (Class C) Fixed Strip Rate"), (c) with respect to the Class D Certificates, 0.000% (the "Class X-P (Class D) Fixed Strip Rate") and (d) with respect to each other class of certificates having a certificate balance (or a designated portion thereof) that represents one or more separate components of the Class X-P Certificates the excess, if any, of: o the lesser of (a) the rate per annum corresponding to such Distribution Date as set forth on Annex A-5 attached hereto and (b) the WAC Rate for such Distribution Date, over o the Pass-Through Rate for such Distribution Date for such class of Certificates whose Certificate Balance, or a designated portion thereof, comprises such component. Under no circumstances will the Class X-P Strip Rate be less than zero. The Class S Certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than Excess Interest. The Pass-Through Rate on each class of Offered Certificates for the first Distribution Date is set forth on page S-8 of this prospectus supplement. The Pass-Through Rate on the Class A-3FL Regular Interest for the first Distribution Date is expected to be a per annum rate equal to 4.7340%. The "WAC Rate" with respect to any Distribution Date is a per annum rate equal to the weighted average of the applicable Net Mortgage Rates for the mortgage loans weighted on the basis of their respective Stated Principal Balances as of the preceding Distribution Date (after giving effect to the distribution of principal on the related Distribution Date) or, in the case of the first Distribution Date, the Cut-off Date. The "Net Mortgage Rate" for each mortgage loan is equal to the related Mortgage Rate in effect from time to time less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any mortgage loan will be determined without regard to any modification, waiver or amendment of the terms of the mortgage loan, whether agreed to by the Master Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower. "Administrative Cost Rate" as of any date of determination will be equal to the sum of the Servicing Fee Rate (or with respect to each Non-Serviced Mortgage Loan, the sum of the Non-Serviced Mortgage Primary Servicing Fee Rate) and the Trustee Fee Rate. The "Mortgage Rate" with respect to any mortgage loan (or successor REO Loan) is the per annum rate at which interest accrues on the mortgage loan as stated in the related Mortgage Note in each case without giving effect to any default rate or an increased interest rate. For purposes of calculating the Pass-Through Rate on the Certificates, the Mortgage Rate of each mortgage loan which accrues interest on an Actual/360 S-134 Basis for any one-month period preceding a related due date will be the annualized rate at which interest would have to accrue in respect of the mortgage loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required to be paid in respect of the mortgage loan during the one-month period at the related Mortgage Rate; provided, however, that with respect to each Withheld Loan, the Mortgage Rate for the one month period (1) prior to the due dates in January and February in any year that is not a leap year or in February in any year which is a leap year will be determined exclusive of the amounts withheld from that month, and (2) prior to the due date in March, will be determined inclusive of the amounts withheld from the immediately preceding February, and, if applicable, January. "Excess Interest" with respect to the APD Loans is the interest accrued at an increased interest rate in respect of each APD Loan in excess of the interest accrued at the initial interest rate, plus any related interest, to the extent permitted by applicable law. Interest Distribution Amount. Interest will accrue for each class of Certificates (other than the Class S and Residual Certificates) and the Class A-3FL Regular Interest during the related Interest Accrual Period. The "Interest Distribution Amount" of any class of Certificates (other than the Class S and Residual Certificates) for any Distribution Date is an amount equal to all Distributable Certificate Interest in respect of that class and the Class A-3FL Regular Interest for that Distribution Date and, to the extent not previously paid, for all prior Distribution Dates. The "Interest Accrual Period" in respect of each Class of Certificates (other than the Class S and Residual Certificates and the Class A-3FL Certificates) and the Class A-3FL Regular Interest for each Distribution Date will be the calendar month prior to the calendar month in which that Distribution Date occurs. With respect ot the Class A-3FL Certificates, the Interest Accrual Period will be the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date) to, but excluding, the related Distribution Date. Except with respect to the Class A-3FL Certificates, interest will be calculated assuming that each month has 30 days and each year has 360 days. With respect to the Class A-3FL Certificates, the Interest Accrual Period will be calculated on the basis of the actual number of days in the related interest accrual period and assuming each year has 360 days. See "Description of the Swap Contract" in this prospectus supplement. "Accrued Interest From Recoveries" means in respect of each Distribution Date and any Class of Certificates (other than the Class X, Class S and the Residual Certificates) that had an increase to its Certificate Balance as a result of a recovery of Nonrecoverable Advances, an amount equal to interest at the Pass-Through Rate applicable to that Class on the amount of such increase to its Certificate Balance accrued from the Distribution Date on which Collateral Support Deficit was allocated to such Class as a result of the reimbursement of Nonrecoverable Advances from the trust to, but not including, the Distribution Date on which the Certificate Balance was so increased. The "Distributable Certificate Interest" in respect of each class of Certificates (other than the Class A-3FL, Class S and Residual Certificates) and the Class A-3FL Regular Interest for each Distribution Date is equal to the Accrued Certificate Interest in respect of such class of Certificates reduced (to not less than zero) by such class's or regular interest's share of the Uncovered Prepayment Interest Shortfall amounts and by allocation to such class (other than in the case of the Class X Certificates) of any shortfalls in interest that result from a reduction in the interest rate on any mortgage loan. The "Accrued Certificate Interest" for any Distribution Date and any class of Certificates (other than the Class A-3FL, Class S and Residual Certificates) and the Class A-3FL Regular Interest is an amount equal to interest for the related Interest Accrual Period 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, of such class or regular interest outstanding immediately prior to such Distribution Date. A "Prepayment Interest Shortfall" with respect to any Distribution Date for any mortgage loan that was subject to a principal prepayment in full or in part and which did not include a full month's interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or the Special Servicer, in each case after the due date in the calendar month S-135 preceding such Distribution Date but prior to the due date in the related Due Period, is the amount of interest that would have accrued at the Net Mortgage Rate for such mortgage loan on the amount of such principal prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, during the period commencing on the date as of which such amounts were applied to the unpaid balance of such mortgage loan and ending on (and including) the day preceding such due date. Shortfalls in the Available Distribution Amount resulting from Uncovered Prepayment Interest Shortfalls will generally be allocated to all classes of Certificates (other than the Class A-3FL, Class X, Class S and Residual Certificates) and the Class A-3FL Regular Interest. In each case, such allocations will be made pro rata to such classes on the basis of the interest accrued thereon and will reduce such classes' respective interest entitlements. Any allocation of Net Aggregate Prepayment Interest Shortfall to the Class A-3FL Regular Interest will result in a corresponding dollar-for-dollar reduction in interest paid by the Swap Counterparty to the Class A-3FL Certificateholders. See "Description of the Swap Contract" in this prospectus supplement. An "Uncovered Prepayment Interest Shortfall" is any Prepayment Interest Shortfall in excess of the Servicing Fee (computed at a rate not to exceed 0.005% per annum) attributable to such mortgage loan (other than any prepayment in respect of a Specially Serviced Mortgage Loan or any Non-Serviced Mortgage Loan, a prepayment due to Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, a prepayment subsequent to a default, a prepayment the acceptance of which is required by applicable law or a court order, a prepayment in respect of a mortgage loan that has not paid on or before its maturity date, a prepayment accepted with the consent of the Directing Certificateholder or a payment in respect of a mortgage loan that has not paid prior to its maturity date) due to the Master Servicer for the Due Period in which a prepayment was accepted by the Master Servicer which contravenes the terms of such mortgage loan to the following Determination Date. Principal Distribution Amount. The "Principal Distribution Amount" for any Distribution Date is an amount equal to the sum of: (a) the Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution Amount for that Distribution Date, and (c) the Unscheduled Principal Distribution Amount for that Distribution Date; provided that the Principal Distribution Amount for any Distribution Date will 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 that were 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 that, in the case of clause (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). In the event that the Certificate Balance of each of the Class A-7B Certificates and the Class A-1A Certificates has not been reduced to zero, a Group 1 Principal Distribution Amount and a Group 2 Principal Distribution Amount will be calculated for purposes of making distributions on the Class A Certificates, unless the Cross-Over Date has occurred. The "Group 1 Principal Distribution Amount" for any Distribution Date is an amount equal to the sum of: (a) the Group 1 Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution Amount for Loan Group 1 for that Distribution Date, and (c) the Unscheduled Principal Distribution Amount for Loan Group 1 for that Distribution Date; provided that the Group 1 Principal Distribution Amount for any Distribution Date will be reduced by the amount of any reimbursements of S-136 (i) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the mortgage loans in Loan Group 1 in a period during which such principal collections would have otherwise been included in the Group 1 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the mortgage loans in Loan Group 1 in a period during which such principal collections would have otherwise been included in the Group 1 Principal Distribution Amount for such Distribution Date, and (iii) following the reimbursements provided for in clauses (i) and (ii) above, the excess, if any of (A) the total amount of Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) and Workout-Delayed Reimbursement Amounts, that would have been paid or reimbursed from principal collections on the mortgage loans in Loan Group 2 as provided for in clauses (i) and (ii) of the definition of "Group 2 Principal Distribution Amount" had the Group 2 Principal Distribution Amount been sufficient to make such reimbursements in full, over (B) the Group 2 Principal Distribution Amount (prior to giving effect to clauses (i), (ii) and (iii) of the definition of "Group 2 Principal Distribution Amount") for that Distribution Date; provided, further, that with respect to the amounts identified in clauses (i), (ii) and (iii) above, if any of such amounts reimbursed from principal collections on the mortgage loans in Loan Group 1 are subsequently recovered on the related Mortgage Loan, such recovery will be applied to increase the Group 1 Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs. The "Group 2 Principal Distribution Amount" for any Distribution Date is an amount equal to the sum of: (a) the Group 2 Principal Shortfall for that Distribution Date, (b) the Scheduled Principal Distribution Amount for Loan Group 2 for that Distribution Date, and (c) the Unscheduled Principal Distribution Amount for Loan Group 2 for that Distribution Date; provided that the Group 2 Principal Distribution Amount for any Distribution Date will be reduced by the amount of any reimbursements of: (i) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the mortgage loans in Loan Group 2 in a period during which such principal collections would have otherwise been included in the Group 2 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the mortgage loans in Loan Group 2 in a period during which such principal collections would have otherwise been included in the Group 2 Principal Distribution Amount for such Distribution Date, and (iii) following the reimbursements provided for in clauses (i) and (ii) above, the excess, if any of (A) the total amount of Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) and Workout-Delayed Reimbursement Amounts, that would have been paid or reimbursed from principal collections on the mortgage loans in Loan Group 1 as provided for in clauses (i) and (ii) of the definition of "Group 1 Principal Distribution Amount" had the Group 1 Principal Distribution Amount been sufficient to make such reimbursements in full, over (B) the Group 1 Principal Distribution Amount (prior to giving effect to clauses (i), (ii) and (iii) of the definition of "Group 1 Principal Distribution Amount") for that Distribution Date; provided, further, that with respect to the amounts identified in clauses (i), (ii) and (iii) above, if any of such amounts reimbursed from principal collections on the mortgage loans in Loan Group 2 are subsequently recovered on the related Mortgage Loan, such recovery will be applied to increase the Group 2 Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs. The "Scheduled Principal Distribution Amount" for each Distribution Date will equal either (a) with respect to any mortgage loan other than a Non-Serviced Mortgage Loan, the aggregate of the principal S-137 portions of (i) all Periodic Payments (excluding balloon payments and Excess Interest) due during or, if and to the extent not previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to, the related Due Period and all Assumed Scheduled Payments for the related Due Period, in each case to the extent paid by the related borrower as of the business day preceding the related Servicer Remittance Date (or, with respect to any Non-Serviced Mortgage Loan, to the extent remitted by the related servicer to the Master Servicer on or prior to the Servicer Remittance Date) or advanced by the Master Servicer, the Trustee or the Fiscal Agent, as applicable, and (ii) all balloon payments in respect of the mortgage loans to the extent received during the related Due Period or any applicable grace period, and to the extent not included in clause (i) above and (b) with respect to any Non-Serviced Mortgage Loan, the "scheduled principal distribution amount" (as determined under the related Pooling Agreement) to the extent such amount is distributed on any Non-Serviced Mortgage Loan pursuant to the related intercreditor agreement. The Scheduled Principal Distribution Amount with respect to any mortgage loan other than a Non-Serviced Mortgage Loan, from time to time will include all late payments of principal made by a borrower, including late payments in respect of a delinquent balloon payment, regardless of the timing of those late payments, except to the extent those late payments are otherwise reimbursable to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case may be, for prior Advances. The "Unscheduled Principal Distribution Amount" for each Distribution Date will equal the aggregate of (a) all voluntary prepayments of principal received on the mortgage loans during the related Due Period (which will include, in the case of any Non-Serviced Mortgage Loan, only the portion of such amounts payable to the holder of such Non-Serviced Mortgage Loan pursuant to the related Intercreditor Agreement); and (b) any other collections (exclusive of payments by borrowers) received on the mortgage loans and any REO Properties on or prior to the related Determination Date occurring in the month in which such Distribution Date occurs, whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise (which will include, in the case of a Non-Serviced Mortgage Loan, only the portion of such amounts payable to the holder of such Non-Serviced Mortgage Loan pursuant to the related Intercreditor Agreement), that were identified and applied by the Master Servicer as recoveries of previously unadvanced principal of the related mortgage loan. The "Assumed Scheduled Payment" for any Due Period and with respect to any mortgage loan that is delinquent in respect of its balloon payment (including any REO Loan as to which the balloon payment would have been past due), is an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on that mortgage loan on the due date occurring in the related Due Period based on the constant payment required by the related Mortgage Note or the original amortization schedule of the mortgage loan or an amortization schedule that has been recast in accordance with the terms of the related loan documents (as calculated with interest at the related Mortgage Rate), if applicable, assuming the related balloon payment has not become due, after giving effect to any modification, and (b) interest on the Stated Principal Balance of that mortgage loan at its Mortgage Rate (net of the applicable rate at which the Servicing Fee is calculated). For purposes of the foregoing definition of Principal Distribution Amount, the term "Principal Shortfall" for any Distribution Date means the amount, if any, by which (1) the Principal Distribution Amount for the prior Distribution Date, exceeds (2) the aggregate amount distributed in respect of principal on the Class A (other than the Class A-3FL Certificates), 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 and Class A-3FL Regular Interest on the preceding Distribution Date. There will be no Principal Shortfall on the first Distribution Date. For purposes of the foregoing definition of Group 1 Principal Distribution Amount, the term "Group 1 Principal Shortfall" for any Distribution Date means the amount, if any, by which (1) the lesser of (a) the Group 1 Principal Distribution Amount for the prior Distribution Date and (b) the Certificate Balance of the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B Certificates and Class A-3FL Regular Interest, exceeds (2) the aggregate amount distributed in respect of principal on the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B Certificates and Class A-3FL Regular Interest on the preceding Distribution Date. There will be no Group 1 Principal Shortfall on the first Distribution Date. S-138 For purposes of the foregoing definition of Group 2 Principal Distribution Amount, the term "Group 2 Principal Shortfall" for any Distribution Date means the amount, if any, by which (1) the lesser of (a) the Group 2 Principal Distribution Amount for the prior Distribution Date and (b) the Certificate Balance of the Class A-1A Certificates, exceeds (2) the aggregate amount distributed in respect of principal on the Class A-1A Certificates on the preceding Distribution Date. There will be no Group 2 Principal Shortfall on the first Distribution Date. Certain Calculations with Respect to Individual Mortgage Loans. The Stated Principal Balance of each mortgage loan outstanding at any time represents the principal balance of the mortgage loan ultimately due and payable to the Certificateholders. The "Stated Principal Balance" of each mortgage loan will initially equal its Cut-off Date Balance and, on each Distribution Date, will be reduced by the amount of principal collections received or advanced in respect of the related mortgage loan for such Distribution Date. The Stated Principal Balance of a mortgage loan may also be reduced in connection with any forced reduction of its actual unpaid principal balance imposed by a court presiding over a bankruptcy proceeding in which the related borrower is the debtor or by modification of the mortgage loans. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus. If any mortgage loan is paid in full or the mortgage loan (or any Mortgaged Property acquired in respect of the mortgage loan) is otherwise liquidated, then, as of the first Distribution Date that follows the end of the Due Period in which that payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the mortgage loan will be zero. For purposes of calculating distributions on, and allocations of Collateral Support Deficit to, the Certificates, as well as for purposes of calculating the Servicing Fee, Special Servicing Fee and Trustee Fee payable each month, each REO Property (and, in the case of any Non-Serviced Mortgage Loan, the trust's beneficial interest in the related Mortgaged Property) will be treated as if there exists with respect thereto an outstanding mortgage loan or, in the case of a Serviced Whole Loan, any of the loans comprising such Serviced Whole Loan (an "REO Loan"), and all references to mortgage loan, mortgage loans and pool of mortgage loans in this prospectus supplement and in the prospectus, when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Loans. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor mortgage loan, including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor mortgage loan, including any portion of it payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee will continue to be "due" in respect of the REO Loan; and amounts received in respect of the related REO Property (or, in the case of a Non-Serviced Mortgage Loan or a mortgage loan included in a Serviced Whole Loan, the trust's portion of amounts received in respect of the related Mortgaged Property), net of payments to be made, or reimbursement to the Master Servicer or the Special Servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by the Master Servicer as if received on the predecessor mortgage loan; provided, however, that the treatment of amounts received with respect to a Whole Loan will be subject to the terms of the related Intercreditor Agreement. Excess Interest. On each Distribution Date, the Trustee is required to distribute from the Excess Interest Distribution Account any Excess Interest received with respect to mortgage loans during the related Due Period to the Class S Certificates. Excess Liquidation Proceeds. Except to the extent Collateral Support Deficit has been allocated to any class of Certificates, Excess Liquidation Proceeds will not be available for distribution from the Excess Liquidation Proceeds Reserve Account to the Holders of the Certificates. "Excess Liquidation Proceeds" are the excess of (i) proceeds from the sale or liquidation of a mortgage loan or REO Property, net of expenses, unpaid servicing compensation and related Advances and interest on Advances, over (ii) the amount that would have been received if payment had been made in full on the Due Date immediately following the date upon which the proceeds were received. CLASS A-AB PLANNED PRINCIPAL BALANCE On each Distribution Date, the Class A-AB Certificates have priority with respect to receiving distributions of principal to reduce the Class A-AB Certificate Balance to the Planned Principal Balance for S-139 such Distribution Date as described in "--Distributions--Priority" above. The "Planned Principal Balance" for any Distribution Date is the balance shown for such Distribution Date in the table set forth in Annex A-6 to the prospectus supplement. Such balances were calculated using, among other things, the Structuring Assumptions. Based on such assumptions, the Certificate Balance of the Class A-AB Certificates on each Distribution Date would be reduced to the balance indicated for such Distribution Date on Annex A-6 to this prospectus supplement. There is no assurance, however, that the mortgage loans will perform in conformity with the Structuring Assumptions. Therefore, there can be no assurance that the Certificate Balance of the Class A-AB Certificates on any Distribution Date will equal the balance that is specified for such Distribution Date on Annex A-6 to this prospectus supplement. In general, once the Certificate Balances of the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5 and Class A-6 Certificates and the Class A-3FL Regular Interest have been reduced to zero, any remaining portion on any Distribution Date of the Group 1 Principal Distribution Amount and after the principal balance of the Class A-1A Certificates is reduced to zero, the remaining Group 2 Principal Distribution Amount will be distributed to the Class A-AB Certificates until the Certificate Balance of the Class A-AB Certificates is reduced to zero. ALLOCATION OF YIELD MAINTENANCE CHARGES On any Distribution Date, Yield Maintenance Charges collected in respect of mortgage loans included in Loan Group 1 during the related Due Period will be required to be distributed by the Trustee to the holders of the Class A-1 through Class J Certificates (other than the Class A-3FL and Class A-1A Certificates) and the Class A-3FL Regular Interest in the following manner: the holders of each class of the Class A-1 through Class J Certificates (other than the Class A-3FL and Class A-1A Certificates) and the Class A-3FL Regular Interest will receive the product of (a) a fraction, not greater than one, the numerator of which is the amount of principal distributed to such class on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of the Class A-1 through Class J Certificates (other than the Class A-3FL and Class A-1A Certificates) and the Class A-3FL Regular Interest on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such class of Certificates and the Class A-3FL Regular Interest and (c) the Yield Maintenance Charges collected on such principal prepayment during the related Due Period. Any Yield Maintenance Charges collected during the related Due Period remaining after such distributions shall be distributed (i) to the holders of the Class X-C and X-P Certificates, 95% and 5%, respectively, until and including the Distribution Date in August 2012 and (ii) following such Distribution Date, entirely to the holders of the Class X-C Certificates. No Yield Maintenance Charges in respect of mortgage loans included in Loan Group 1 will be distributed to holders of any other class of Certificates. On any Distribution Date, Yield Maintenance Charges collected from the related borrowers in respect of mortgage loans included in Loan Group 2 on or prior to the related Determination Date will be required to be distributed by the Trustee to the holders of the Class A-1A Certificates in the following manner: Such holders will receive the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal distributed to Class A-1A Certificates, (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates and (c) the Yield Maintenance Charges collected on such principal prepayment on or prior to the related Determination Date. Any Yield Maintenance Charges collected on or prior to the related Determination Date remaining after such distributions shall be distributed (i) to the holders of the Class X-C and X-P Certificates, 95% and 5%, respectively, until and including the Distribution Date in August 2012 and (ii) following such Distribution Date, entirely to the holders of the Class X-C Certificates. No Yield Maintenance Charges in respect of mortgage loans included in Loan Group 2 will be distributed to holders of any other Class of Certificates. On any Distribution Date, for so long as the related Swap Contract is in effect and there is no continuing payment default under the related Swap Contract, Yield Maintenance Charges and Prepayment Premiums distributable in respect of the Class A-3FL Regular Interest will be payable to the related Swap Counterparty, and on any Distribution Date on which the related Swap Contract is not in effect or a continuing payment default by the related Swap Counterparty exists, Yield Maintenance Charges and Prepayment Premiums distributable in respect of the Class A-3FL Regular Interest will be distributable to the holders of the Class A-3FL Certificates. See "Description of the Swap Contract" in this prospectus supplement. S-140 The "Base Interest Fraction" for any principal prepayment on any mortgage loan and for any of the Class A-1 through Class J Certificates (other than the Class A-3FL Certificates) and the Class A-1A Certificates and the Class A-3FL Regular Interest, will be a fraction (not greater than 1) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such class of Certificates or the Class A-3FL Regular Interest exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Yield Maintenance Charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) Mortgage Rate on such mortgage loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Yield Maintenance Charge with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the lesser of (x) the Mortgage Rate on such mortgage loan and (y) the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction will be zero. For a description of Yield Maintenance Charges, see "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. See also "Risk Factors--Risks Relating to Enforceability of Yield Maintenance Charges or Defeasance Provisions" in this prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the prospectus regarding the enforceability of Yield Maintenance Charges. ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE The "Assumed Final Distribution Date" with respect to any class of Offered Certificates is the Distribution Date on which the aggregate Certificate Balance or Notional Amount, as the case may be, of that class of Certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date will in each case be as follows: <TABLE> ASSUMED FINAL CLASS DESIGNATIONS DISTRIBUTION DATE - ------------------------- ------------------- Class A-1 ............ March 10, 2010 Class A-2 ............ May 10, 2010 Class A-3FX .......... June 10, 2010 Class A-3FL .......... June 10, 2010 Class A-4 ............ September 10, 2010 Class A-5 ............ July 10, 2012 Class A-6 ............ August 10, 2012 Class A-AB ........... May 10, 2015 Class A-7A ........... July 10, 2015 Class A-7B ........... July 10, 2015 Class A-1A ........... July 10, 2015 Class X-P ............ August 10, 2012 Class A-J ............ August 10, 2015 Class B .............. August 10, 2015 Class C .............. August 10, 2015 Class D .............. August 10, 2015 Class E .............. August 10, 2015 </TABLE> The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of balloon payments and without regard to a reasonable liquidation time with respect to any mortgage loans that may become delinquent. Accordingly, in the event of defaults on the mortgage loans, the actual final Distribution Date for one or more classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s). In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR and assuming the APD Loans are prepaid in full on their respective Anticipated Prepayment Dates. Since the rate of payment (including prepayments) of the mortgage loans may exceed the scheduled rate of payments, and could exceed the scheduled rate by a substantial amount, the actual final Distribution Date for one or more classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the S-141 mortgage loans will depend on the characteristics of the mortgage loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience. Finally, the Assumed Final Distribution Dates were calculated assuming that there would not be an early termination of the trust fund. The "Rated Final Distribution Date" for each class of Offered Certificates will be the Distribution Date in July 2045, the first Distribution Date after the 36th month following the end of the stated amortization term for the mortgage loan that, as of the Cut-off Date, will have the longest remaining amortization term. SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the mortgage loans will be subordinated, to the extent described in this prospectus supplement, to the rights of holders of the Senior Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest. Moreover, to the extent described in this prospectus supplement: o the rights of the holders of the Class Q Certificates will be subordinated to the rights of the holders of the Class P Certificates, o the rights of the holders of the Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class O Certificates, o the rights of the holders of the Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class N Certificates, o the rights of the holders of the Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class M Certificates, o the rights of the holders of the Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class L Certificates, o the rights of the holders of the Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class K Certificates, o the rights of the holders of the Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class J Certificates, o the rights of the holders of the Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class H Certificates, o the rights of the holders of the Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class G Certificates, o the rights of the holders of the Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class F Certificates, o the rights of the holders of the Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class E Certificates, o the rights of the holders of the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class D Certificates, o the rights of the holders of the Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class C Certificates, o the rights of the holders of the Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class B Certificates, o the rights of the holders of the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Class A-J Certificates, S-142 o the rights of the holders of the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates will be subordinated to the rights of the holders of the Senior Certificates, and o the rights of the holders of the Class A-7B Certificates will be subordinated to the rights of the holders of the Class A-7A Certificates. This subordination is intended to enhance the likelihood of timely receipt by the holders of the Senior Certificates of the full amount of all interest payable in respect of the Senior Certificates on each Distribution Date, and the ultimate receipt by the holders of the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest of principal in an amount equal to, in each case, the entire Certificate Balance of the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by the holders of the Class A-J, Class B, Class C, Class D and Class E Certificates of the full amount of interest payable in respect of those classes of Certificates on each Distribution Date, and the ultimate receipt by the holders of the Class A-J, Class B, Class C, Class D and Class E Certificates of principal equal to, in each case, the entire Certificate Balance of each of those classes of Certificates. The protection afforded to the holders of the Class E Certificates by means of the subordination of the Non-Offered Certificates that are Subordinate Certificates (the "Non-Offered Subordinate Certificates"), to the holders of the Class D Certificates by means of the subordination of the Class E Certificates and the Non-Offered Subordinate Certificates, to the holders of the Class C Certificates by means of the subordination of the Class D and Class E Certificates and the Non-Offered Subordinate Certificates, to the holders of the Class B Certificates by means of the subordination of the Class C, Class D and Class E Certificates and the Non-Offered Subordinate Certificates, to the holders of the Class A-J Certificates by means of the subordination of the Class B, Class C, Class D, Class E and the Non-Offered Subordinate Certificates, to the holders of the Class A-7A Certificates by means of the subordination of the Class A-7B Certificates and to the holders of the Senior Certificates by means of the subordination of the Subordinate Certificates, will be accomplished by the application of the Available Distribution Amount on each Distribution Date in accordance with the order of priority described under "--Distributions" above and by the allocation of Collateral Support Deficits in the manner described below. No other form of credit support will be available for the benefit of the holders of the Offered Certificates. Allocation to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B Certificates and Class A-3FL Regular Interest (as described above under "--Distributions--Priority") and to the Class A-1A Certificates, for so long as they are outstanding, of the entire Principal Distribution Amount with respect to the related Loan Group for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the pool of mortgage loans will reduce. Thus, as principal is distributed to the holders of the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest, the percentage interest in the trust fund evidenced by the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest will be decreased (with a corresponding increase in the percentage interest in the trust fund evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest by the Subordinate Certificates. Following retirement of the Class A Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest, the successive allocation on each Distribution Date of the remaining Principal Distribution Amount to the Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates and the Class E Certificates, in that order, in each case for so long as they are outstanding, will provide a similar benefit to each of those classes of Certificates as to the relative amount of subordination afforded by the outstanding classes of Certificates (other than the Class X, Class S and the Residual Certificates) with later sequential Class designations. S-143 Collateral Support Deficit On each Distribution Date, immediately following the distributions to be made to the Certificateholders on that date, the Trustee is required to calculate the amount, if any, by which (1) the aggregate Stated Principal Balance (not giving effect to the reduction of the Stated Principal Balance for payments of principal collections on the mortgage loans that were used to reimburse any Workout-Delayed Reimbursement Amount, to the extent such Workout-Delayed Reimbursement Amount has not been determined to be non-recoverable from Related Proceeds or from the Certificate Account) of the mortgage loans and any REO Loans expected to be outstanding immediately following that Distribution Date is less than (2) the aggregate Certificate Balance of the Certificates (other than the Class S, Class X and the Residual Certificates) after giving effect to distributions of principal on that Distribution Date and the allocation of Certificate Deferred Interest (any deficit, "Collateral Support Deficit"). The Trustee will be required to allocate any Collateral Support Deficit among the respective classes of Certificates as follows: to the 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 and Class A-J Certificates in that order, and in each case in respect of and until the remaining Certificate Balance of that class has been reduced to zero. Following the reduction of the Certificate Balances of all classes of Subordinate Certificates to zero, the Trustee will be required to allocate the Collateral Support Deficit among the classes of Class A Certificates (other than the Class A-3FL Certificates) and Class A-3FL Regular Interest, pro rata (based upon their respective Certificate Balances), until the remaining Certificate Balances of the Class A Certificates (other than the Class A-3FL Certificates) and Class A-3FL Regular Interest have been reduced to zero, provided that any Collateral Support Deficit allocated to the Class A-7 Certificates will be first allocated to the Class A-7B Certificates until the principal balance of the Class A-7B Certificates is reduced to zero and then to the Class A-7A Certificates. Any Collateral Support Deficit allocated to a class of Certificates will be allocated among respective Certificates of the class in proportion to the Percentage Interests evidenced by those Certificates. In addition, any Collateral Support Deficit allocated in reduction of the Certificate Balance of the Class A-3FL Regular Interest will result in a corresponding reduction in the Certificate Balance of the Class A-3FL Certificates. To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the mortgage loans and previously resulted in a reduction of the Principal Distribution Amount, Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount are subsequently recovered on the related mortgage loan, the amount of such recovery will be added to the Certificate Balance of the class or classes of certificates that previously were allocated Collateral Support Deficit, in sequential order, in each case up to the amount of the unreimbursed Collateral Support Deficit allocated to such class. If the Certificate Balance of any class is so increased, the amount of unreimbursed Collateral Support Deficit of such class shall be decreased by such amount. In general, Collateral Support Deficits could result from the occurrence of: (1) losses and other shortfalls on or in respect of the mortgage loans, including as a result of defaults and delinquencies on the mortgage loans, Nonrecoverable Advances made in respect of the mortgage loans, reimbursement of Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts to the extent amounts have been paid from the Principal Distribution Amount, the payment to the Special Servicer of any compensation as described in "Servicing Under the Pooling and Servicing Agreement--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement, and the payment of interest on Advances and certain servicing expenses; and (2) certain unanticipated, non-mortgage loan specific expenses of the trust fund, including certain reimbursements to the Trustee as described under "Description of the Pooling Agreements--Certain Matters Regarding the Trustee" in the prospectus, certain reimbursements to the Master Servicer and the Depositor as described under "Description of the Pooling Agreements--Certain Matters Regarding the Master Servicer and the Depositor" in the prospectus, and certain federal, state and local taxes, and certain tax-related expenses, payable out of the trust fund as described under "Certain Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates" and "--Taxes That May Be Imposed on the REMIC Pool" in the prospectus. Accordingly, the allocation of Collateral Support Deficits as described above will constitute an allocation of losses and other shortfalls experienced by the trust fund. A class of Offered Certificates will be considered outstanding until its Certificate Balance or Notional Amount, as the case may be, is reduced to zero. However, reimbursement of any previously allocated S-144 Collateral Support Deficit is required thereafter to be made to that class in accordance with the payment priorities set forth in "--Distributions--Priority" above. Certificate Deferred Interest. On each Distribution Date, the Accrued Certificate Interest for the Regular Certificates (other than the Class X Certificates) will be reduced by an amount equal to the amount of Mortgage Deferred Interest for all mortgage loans for the due date occurring in the related Due Period allocated to such Class of Certificates, such Mortgage Deferred Interest to be allocated first to the Class Q Certificates, second to the Class P Certificates, third to the Class O Certificates, fourth to the Class N Certificates, fifth to the Class M Certificates, sixth to the Class L Certificates, seventh to the Class K Certificates, eighth to the Class J Certificates, ninth to the Class H Certificates, tenth to the Class G Certificates, eleventh to the Class F Certificates, twelfth to the Class E Certificates, thirteenth to the Class D Certificates, fourteenth to the Class C Certificates, fifteenth to the Class B Certificates, sixteenth to the Class A-J Certificates and seventeenth, pro rata, to the Class A Certificates (other than the Class A-3FL Certificates) and Class A-3FL Regular Interest, in each case up to the respective Accrued Certificate Interest for each such Class of Certificates and Class A-3FL Regular Interest for such Distribution Date. Additionally, on each Distribution Date, the Certificate Balance of the Regular Certificates (other than the Class A-3FL and Class X Certificates) and the Class A-3FL Regular Interest will be increased by the amount of Certificate Deferred Interest allocated to each such Class of Certificates. Further, any Certificate Deferred Interest allocated to the Certificate Balance of the Class A-3FL Regular Interest will result in a corresponding increase in the Certificate Balance of the Class A-3FL Certificates. "Certificate Deferred Interest" means, for any Distribution Date with respect to any Class of Certificates, the amount of Mortgage Deferred Interest allocated to such Class as described above. "Mortgage Deferred Interest" means with respect to any mortgage loan as of any due date that has been modified to reduce the rate at which interest is paid currently below the Mortgage Rate and capitalize the amount of such interest reduction, the excess, if any, of (a) interest accrued on the Stated Principal Balance thereof during the one-month interest accrual period set forth in the related Mortgage Note at the related Mortgage Rate over (b) the interest portion of the related Periodic Payment, as so modified or reduced, or, if applicable, Assumed Scheduled Payment due on such due date. ADVANCES P&I Advances On the business day immediately preceding each Distribution Date (the "Servicer Remittance Date"), the Master Servicer will be obligated, subject to the recoverability determination described below, to make advances (each, a "P&I Advance") out of its own funds or, subject to the replacement of those funds as provided in the Pooling and Servicing Agreement, certain funds held in the Certificate Account (or, with respect to a Serviced Whole Loan, the separate custodial account created with respect to such Serviced Whole Loan) that are not required to be part of the Available Distribution Amount for that Distribution Date, in an amount equal to (but subject to reduction as described in the following paragraph) the aggregate of: (1) all Periodic Payments (net of any applicable Servicing Fees (including with respect to each Non-Serviced Mortgage Loan, the Non-Serviced Mortgage Loan Primary Servicing Fee Rate)), other than balloon payments, which were due on the mortgage loans during the related Due Period and delinquent as of the business day preceding the related Servicer Remittance Date; and (2) in the case of each mortgage loan included in the trust delinquent in respect of its balloon payment on the Determination Date (including any applicable grace period and including any REO Loan as to which the balloon payment would have been past due), an amount equal to its Assumed Scheduled Payment. The Master Servicer's obligations to make P&I Advances in respect of any mortgage loan or REO Property will continue through liquidation of the mortgage loan or disposition of the REO Property, as the case may be. To the extent that the Master Servicer fails to make a P&I Advance that it is required to make under the Pooling and Servicing Agreement with respect to a mortgage loan included in the trust, the Trustee will make the required P&I Advance in accordance with the terms of the Pooling and Servicing Agreement. To the extent that the Trustee fails to make a P&I Advance that it is required to make under the Pooling and Servicing Agreement, the Fiscal Agent will make the required P&I Advance in accordance with the terms of the Pooling and Servicing Agreement. S-145 The amount required to be advanced in respect of delinquent Periodic Payments or Assumed Scheduled Payments on a mortgage loan with respect to any Distribution Date that has been subject to an Appraisal Reduction Event will equal the amount that would be required to be advanced by the Master Servicer without giving effect to the Appraisal Reduction less any Appraisal Reduction Amount with respect to the mortgage loan for that Distribution Date. If the monthly payment on any mortgage loan has been reduced in accordance with the Servicing Standard in connection with a bankruptcy, modification, waiver or amendment, or if the final maturity on any mortgage loan has been extended in connection with a bankruptcy, modification, waiver or amendment, and if the monthly payment due and owing during the extension period or after such modification, waiver, amendment or bankruptcy is less than the related Assumed Scheduled Payment, then, in each case, the Master Servicer, the Trustee or the Fiscal Agent will, as to such mortgage loan only, be required to advance only the amount of the monthly payment due and owing after taking into account such reduction (net of related Servicing Fees) in the event of subsequent delinquencies thereon. None of the Master Servicer, the Trustee or the Fiscal Agent will be required to make a P&I Advance with respect to a loan not included in the trust (such as any pari passu loan or subordinate loan). The Master Servicer will not be required to make a P&I Advance with respect to any Serviced B Note. In addition, none of the Master Servicer, the Trustee or the Fiscal Agent will be required to make a P&I Advance for default interest, Yield Maintenance Charges or Excess Interest. Neither the Master Servicer, the Trustee nor the Fiscal Agent will be required to advance any amounts due to be paid by the swap counterparty for a distribution to the Class A-3FL Certificates or be liable for any breakage, termination or other costs owed by the trust fund to the related swap counterparty. With respect to the Loews Universal Hotel Portfolio Mortgage Loan and the 125 West 55th Street Mortgage Loan, the Master Servicer shall make its determination that it has made a P&I Advance on such mortgage loan that is a Nonrecoverable Advance (as defined below) or that any proposed P&I Advance with respect to such mortgage loan, if made, would constitute a Nonrecoverable Advance independently of any determination made by the master servicer with respect to a commercial mortgage securitization holding one of the related Pari Passu Loans. If the Master Servicer determines that a proposed P&I Advance with respect to one of the mortgage loans listed in the preceding sentence, if made, or any outstanding P&I Advance with respect to one of such mortgage loans previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer will be required to provide the master servicer of each securitization that holds a related Pari Passu Loan written notice of such determination within one business day of the date of such determination. If the Master Servicer receives written notice from any such master servicer that it has determined, with respect to the related Pari Passu Loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is a nonrecoverable advance, then such determination will be binding on the Certificateholders and neither the Master Servicer nor the Trustee nor the Fiscal Agent will be permitted to make any additional P&I Advances with respect to the related mortgage loan unless the Master Servicer has consulted with the other master servicers of the related securitizations and they agree that circumstances with respect to such mortgage loan and any related Pari Passu Loan have changed such that a proposed P&I Advance in respect of the related mortgage loan would not be a Nonrecoverable Advance. Notwithstanding the foregoing, if any of the other master servicers with respect to a Pari Passu Loan determines that any advance of principal or interest with respect to such Pari Passu Loan would not be a nonrecoverable advance, then the Master Servicer will continue to have the discretion to determine that any proposed P&I Advance or outstanding P&I Advance, with respect to the related mortgage loan, would be, or is, as applicable, a Nonrecoverable Advance. Once such a determination is made by the Master Servicer or the Master Servicer receives written notice of such determination by any of the other master servicers with respect to a Pari Passu Loan, neither the Master Servicer nor the Trustee nor the Fiscal Agent will be permitted to make any additional P&I Advances with respect to the Loews Universal Hotel Portfolio Mortgage Loan or the 125 West 55th Street Mortgage Loan, except as set forth in this paragraph. In addition, the Master Servicer will not be required to abide by any determination of non-recoverability by a master servicer that is no longer an "approved" master servicer by any of the rating agencies. S-146 SERVICING ADVANCES In addition to P&I Advances, the Master Servicer will be obligated (subject to the limitations described in this prospectus supplement) to make advances ("Servicing Advances" and, collectively with P&I Advances, "Advances") in connection with the servicing and administration of any mortgage loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable or in connection with the servicing and administration of any Mortgaged Property or REO Property, to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related mortgage loan documents, maintain insurance (including under the Master Servicer's force-placed insurance policy) with respect to the related Mortgaged Property or to protect, lease, manage and maintain the related Mortgaged Property. To the extent that the Master Servicer fails to make a Servicing Advance that it is required to make under the Pooling and Servicing Agreement and the Trustee has notice of this failure, the Trustee will make the required Servicing Advance in accordance with the terms of the Pooling and Servicing Agreement. To the extent that the Trustee fails to make a Servicing Advance that it is required to make under the Pooling and Servicing Agreement, the Fiscal Agent will make the required Servicing Advance in accordance with the terms of the Pooling and Servicing Agreement. In addition, the Special Servicer may, but will not be required to, make Servicing Advances on an emergency basis. None of the Master Servicer, the Special Servicer or the Trustee, as applicable, will be required to make a Servicing Advance if such Servicing Advance would be a Nonrecoverable Advance; provided, however, that with respect to the payment of insurance premiums and delinquent tax assessments that otherwise would constitute a nonrecoverable Advance, the Master Servicer or the Special Servicer, as applicable, may make such payments using funds held in the general trust fund account if it determines that such payment would be in the best interests of Certificateholders and, in the case of a Serviced Whole Loan, the holders of the related Serviced Pari Passu Loan (as a collective whole). 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 shall be binding and conclusive with respect to such party. Recovery of Advances The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable, will be entitled to recover (after payment of any outstanding Special Servicing Fees due) any Advance made out of its own funds from any amounts collected in respect of the mortgage loan as to which that Advance was made, whether in the form of late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise from the mortgage loan ("Related Proceeds"). Notwithstanding the foregoing, none of the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent will be obligated to make any Advance that it determines in its reasonable judgment would, if made, not be recoverable (including interest on the Advance) out of Related Proceeds (a "Nonrecoverable Advance"), and the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent will be entitled to recover any Advance that it so determines to be a Nonrecoverable Advance out of general funds on deposit in the Certificate Account. The Trustee and the Fiscal Agent will be entitled to rely conclusively on any non-recoverability determination of the Master Servicer. Nonrecoverable Advances will represent a portion of the losses to be borne by the Certificateholders. See "Description of the Certificates--Advances in Respect of Delinquencies" and "Description of the Pooling Agreements--Certificate Account" in the prospectus. Upon a 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, the Trustee or the Fiscal Agent, 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, the Trustee or the Fiscal Agent, 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 Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement Amounts (as defined below)). After such initial six months, the Master S-147 Servicer, the Special Servicer, the Trustee or the Fiscal Agent, 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 Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement Amounts). In the event that the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable, wishes to seek reimbursement over time after the second six-month period discussed in the preceding sentence, then such party is permitted to continue to seek reimbursement for such Nonrecoverable Advance over time (such reimbursement to come either solely from collections of principal or from general collections), for an additional period of time only after obtaining the approval of the Directing Certificateholder, to be exercised in its sole discretion (with 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, the Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately out of general collections. 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 of Certificateholders shall not, with respect to the Master Servicer, or the Special Servicer constitute a violation of the Servicing Standard or contractual duty under the Pooling and Servicing Agreement and/or with respect to the Trustee or the Fiscal Agent, constitute a violation of any fiduciary duty to Certificateholders or contractual duty under the Pooling and Servicing Agreement. In addition, the Master Servicer, Special Servicer or the Trustee, as applicable, will be entitled to recover any Advance (together with interest thereon) that is outstanding at the time that a mortgage loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, a "Workout-Delayed Reimbursement Amount") out of principal collections in the Certificate Account. Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter shall be recoverable as any other Nonrecoverable Advance. To the extent a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount with respect to a mortgage loan is required to be reimbursed from the principal portion of the general collections on the mortgage loans as described above, such reimbursement will be made first, from the principal collections available on the mortgage loans included in the same Loan Group as such mortgage loan and if the principal collections in such Loan Group are not sufficient to make such reimbursement in full, then from the principal collections available in the other Loan Group (after giving effect to any reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts that are related to such other Loan Group). To the extent a Nonrecoverable Advance with respect to a mortgage loan is required to be reimbursed from the interest portion of the general collections on the mortgage loans as described above, such reimbursement will be made first, from the interest collections available on the mortgage loans included in the same Loan Group as such mortgage loan and if the interest collections in such Loan Group are not sufficient to make such reimbursement in full, then from the interest collections available in the other Loan Group (after giving effect to any reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts that are related to such other Loan Group). With respect to the payment of insurance premiums and delinquent tax assessments, none of the Master Servicer, the Trustee or the Fiscal Agent, as applicable, will be required to make an Advance for such amounts if such Advance would be a Nonrecoverable Advance. In such case, the Master Servicer will be required to notify the Special Servicer of its determination that such Advance would be a Nonrecoverable Advance. Upon receipt of such notice, the Special Servicer will be required to determine (with the reasonable assistance of the Master Servicer) whether or not payment of such amount (a) is necessary to preserve the related Mortgaged Property and (b) would nonetheless be in the best interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the related holder of such Serviced B Note). If the Special Servicer determines that such payment (a) is necessary to preserve the related Mortgaged Property and (b) would be in the best interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the related holder of such Serviced B Note), the Special Servicer will be required to direct the S-148 Master Servicer to make such payment, and the Master Servicer will then be required to make such payment from funds in the Certificate Account or, if a Whole Loan is involved, from the custodial account created with respect to such Whole Loan. In connection with its recovery of any Advance, each of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent will be entitled to be paid, out of any amounts then on deposit in the Certificate Account, interest at the Prime Rate (the "Reimbursement Rate") accrued on the amount of the Advance from the date made to but not including the date of reimbursement; provided, however, that with respect to any P&I Advance made prior to the expiration of the related grace period, interest will accrue only from and after the expiration of such grace period. The "Prime Rate" will be the prime rate, for any day, set forth in The Wall Street Journal, New York edition. Each Statement to Certificateholders furnished or made available by the Trustee to the Certificateholders will contain information relating to the amounts of Advances made with respect to the related Distribution Date. See "--Reports to Certificateholders; Certain Available Information" in this prospectus supplement and "Description of the Certificates--Reports to Certificateholders" in the prospectus. APPRAISAL REDUCTIONS After an Appraisal Reduction Event has occurred, an Appraisal Reduction is required to be calculated by the Special Servicer. An "Appraisal Reduction Event" will occur on the earliest of: (1) the third anniversary of the date on which an extension of the maturity date of a mortgage loan or Serviced Whole Loan becomes effective as a result of a modification of such mortgage loan or Serviced Whole Loan, as applicable, by the Master Servicer or the Special Servicer, which extension does not decrease the amount of Periodic Payments on the mortgage loan or Serviced Whole Loan; (2) 120 days after an uncured delinquency (without regard to the application of any grace period) occurs in respect of a mortgage loan or Serviced Whole Loan; (3) the date on which a reduction in the amount of Periodic Payments on a mortgage loan or Serviced Whole Loan, or a change in any other material economic term of such mortgage loan or Serviced Whole Loan (other than an extension of its maturity date), becomes effective as a result of a modification of such mortgage loan or Serviced Whole Loan by the Special Servicer; (4) 30 days after the Special Servicer receives notice that a receiver or similar official has been appointed with respect to the related Mortgaged Property; (5) immediately after the Master Servicer or the Special Servicer receives notice that the related borrower has declared bankruptcy (but no later than 60 days after such declaration of bankruptcy); (6) 60 days after the date on which an involuntary petition of bankruptcy is filed with respect to the related borrower; (7) 30 days after an uncured delinquency occurs in respect of a balloon payment for a mortgage loan or Serviced Whole Loan if the related borrower has not delivered to the Master Servicer prior to such date a written refinancing commitment reasonably satisfactory in form and substance to the Special Servicer which provides that such refinancing will occur within 90 days (or 150 days, with the consent of the Directing Certificateholder (or, in the case of any Serviced Whole Loan, as applicable, the related Controlling Holder)); and (8) immediately after a mortgage loan or Serviced Whole Loan becomes an REO Loan. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Balance of all classes of Certificates (other than the Class A Certificates) has been reduced to zero. Promptly after the Appraisal Reduction Event, the Special Servicer will be required to order an MAI appraisal or valuation; provided, however, that with respect to an Appraisal Reduction Event described in clause (2) above, the Special Servicer will be required to order an MAI appraisal or valuation within the 120-day period set forth in such clause (2). Prior to the first Determination Date occurring on or after the S-149 delivery of the MAI appraisal, the Special Servicer will be required to calculate and report to the Master Servicer and the Master Servicer will be required to report to the Trustee, the Appraisal Reduction to take into account the appraisal. In the event that the Special Servicer has not received the MAI appraisal or conducted the valuation within the timeframe described above (or, in the case of an appraisal in connection with an Appraisal Reduction Event described in clause (2), within the 120-day period set forth in clause (2)), the amount of the Appraisal Reduction will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related mortgage loan or Serviced Whole Loan, until the MAI appraisal or internal valuation is received and the Appraisal Reduction is calculated. With respect to each Non-Serviced Mortgage Loan, appraisals or internal valuations will be required to be obtained in accordance with terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, which terms are substantially similar, but not necessarily identical to the provisions set forth above. The "Determination Date" for each Distribution Date is the earlier of (i) sixth day of the month in which the Distribution Date occurs or, if such sixth day is not a business day, the immediately preceding business day and (ii) the fourth business day prior to the related Distribution Date. The "Appraisal Reduction" for any Distribution Date and for any mortgage loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as to which any Appraisal Reduction Event has occurred, will be an amount calculated by the Special Servicer by the first Determination Date following the date the Special Servicer receives or performs such MAI appraisal, equal to the excess of (a) the outstanding Stated Principal Balance of that mortgage loan or Serviced Whole Loan, as applicable, as of the date of such determination over (b) the excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged Property as determined (1) by one or more independent Appraisal Institute ("MAI") appraisals with respect to any such mortgage loan or Serviced Whole Loan, as applicable, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which will be paid by the Master Servicer as a Servicing Advance), subject to downward adjustments as the Special Servicer may deem appropriate (without implying any obligation to do so) based upon its review of the related appraisal and such other information as the Special Servicer deems appropriate or (2) by an internal valuation performed by the Special Servicer (however, if the Directing Certificateholder approves, an MAI appraisal may be obtained) with respect to any such mortgage loan or Serviced Whole Loan, as applicable, with an outstanding principal balance less than $2,000,000 and (B) all escrows, letters of credit and reserves in respect of such mortgage loan over (ii) the sum as of the due date occurring in the month of that Distribution Date of (A) to the extent not previously advanced by the Master Servicer, the Trustee or the Fiscal Agent, all unpaid interest on that mortgage loan (together with any mortgage loan cross-collateralized with such mortgage loan) or Serviced Whole Loan, as applicable, at a per annum rate equal to the Mortgage Rate (or, in the case of any Serviced Whole Loan, the weighted average of its mortgage rates), (B) all unreimbursed Advances and interest on those Advances at the Reimbursement Rate in respect of that mortgage loan or Serviced Whole Loan, (C) all unpaid Servicing Fees (to the extent not duplicative of clause (A)) and Special Servicing Fees and (D) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents and all other amounts due and unpaid under the mortgage loan or Serviced Whole Loan (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Trustee or the Fiscal Agent, as applicable). The Appraisal Reduction with respect to each Non-Serviced Mortgage Loan will be calculated pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. As a result of calculating one or more Appraisal Reductions (including an Appraisal Reduction calculated with respect to a Non-Serviced Mortgage Loan), the amount of any required P&I Advance on the related mortgage loan will be reduced by an amount equal to the Appraisal Reduction Amount, which will have the effect of reducing the amount of interest available to the most subordinate class of Certificates then outstanding (i.e., first to the Class Q Certificates, then to the Class P Certificates then to the Class O Certificates, then to the Class N Certificates, then to the Class M Certificates, then to the Class L Certificates, then to the Class K Certificates, then to the Class J Certificates, then to the Class H Certificates, then to the Class G Certificates, then to the Class F Certificates, then to the Class E Certificates, then to the Class D Certificates, then to the Class C Certificates, then to the Class B Certificates and then to the Class A-J Certificates). See "--Advances" above. The "Appraisal Reduction Amount" for any Distribution Date will equal the product of (1) the applicable per annum Pass-Through Rate (i.e., for any month, one-twelfth of the Pass-Through Rate) on the class of Certificates to which the Appraisal Reduction is allocated, and (2) the S-150 sum of all Appraisal Reductions with respect to the related Distribution Date. See "Servicing Under the Pooling and Servicing Agreement--General" in this prospectus supplement. With respect to each mortgage loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which an Appraisal Reduction has occurred (unless the mortgage loan or Serviced Whole Loan has become a Corrected Mortgage Loan), the Special Servicer is required, (1) within 30 days of each anniversary of the related Appraisal Reduction Event, (2) at such time as the Special Servicer has notice of a material adverse change in the condition of the related Mortgaged Property that materially affects the value of such Mortgaged Property or (3) in the event the Special Servicer has notice of a material defect in the MAI appraisal or internal valuation, to order an MAI appraisal or conduct an internal valuation (which may be an update of a prior MAI appraisal or internal valuation), the cost of which will be required to be paid by the Master Servicer as a Servicing Advance (or, in the event such Servicing Advance would be a Nonrecoverable Advance, a trust fund expense). Based upon the MAI appraisal or internal valuation, the Special Servicer is required to redetermine and report to the Trustee and the Master Servicer the amount of the Appraisal Reduction with respect to the mortgage loan. Notwithstanding the foregoing, the Special Servicer will not be required to obtain an MAI appraisal or internal valuation with respect to a mortgage loan which is the subject of an Appraisal Reduction Event to the extent the Special Servicer has obtained an MAI appraisal or internal valuation with respect to the related Mortgaged Property within the 12-month period prior to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use the prior MAI appraisal or internal valuation in calculating any Appraisal Reduction with respect to the mortgage loan; provided, that the Special Servicer is not aware of any material change to the related Mortgaged Property that has occurred that would affect the validity of the MAI appraisal or internal valuation. Each 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 calculated with respect to such Serviced Whole Loan will be applied first to the related Serviced B Note. Any Appraisal Reduction Amount in respect of a Serviced Whole Loan that exceeds the aggregate balance of any related Serviced B Note will be allocated to, in the case of a Serviced Whole Loan, the related Serviced Mortgage Loan, pro rata. Any mortgage loan or Serviced Whole Loan previously subject to an Appraisal Reduction which becomes a Corrected Mortgage Loan, and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION On each Distribution Date, the Trustee will be required to make available to any interested party, a statement (a "Statement to Certificateholders") based in part upon information provided by the Master Servicer in accordance with Commercial Mortgage Securities Association guidelines setting forth, among other things: (1) the amount of the distribution on the Distribution Date to the holders of the class of Certificates in reduction of the Certificate Balance of the Certificates; (2) the amount of the distribution on the Distribution Date to the holders of the class of Certificates allocable to Distributable Certificate Interest and, with respect to the class A-3FL Certificates, notification that the amount of interest being distributed with respect to the Class A-3FL Regular Interest is being paid as a result of a Swap Default; (3) the aggregate amount of Advances (with respect to the mortgage pool and with respect to each Loan Group) made in respect of the Distribution Date; (4) the aggregate amount of compensation paid to the Trustee and servicing compensation paid to the Master Servicer and the Special Servicer for the related Determination Date; (5) the aggregate Stated Principal Balance (with respect to the mortgage pool and with respect to each Loan Group) of the mortgage loans and any REO Loans outstanding immediately before and immediately after the Distribution Date; (6) the number, aggregate principal balance, weighted average remaining term to maturity and weighted average mortgage rate of the mortgage loans (with respect to the mortgage pool and with respect to each Loan Group) as of the related Determination Date; S-151 (7) the number and aggregate principal balance of mortgage loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more and (D) current but specially serviced or in foreclosure but not an REO Property; (8) the value of any REO Property included in the trust fund as of the related Determination Date, on a loan-by-loan basis, based on the most recent appraisal or valuation; (9) the Available Distribution Amount and Class A-3FL Available Funds for the Distribution Date; (10) the amount of the distribution on the Distribution Date to the holders of any class of Certificates allocable to Yield Maintenance Charges; (11) the accrued Distributable Certificate Interest in respect of the class of Certificates for such Distribution Date, separately identifying any Certificate Deferred Interest for such Distribution Date allocated to such class of Certificates; (12) the Pass-Through Rate for the class of Certificates for the Distribution Date and the next succeeding Distribution Date; (13) the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount (with respect to the mortgage pool and with respect to each Loan Group) for the Distribution Date; (14) the Certificate Balance or Notional Amount, as the case may be, of each class of Certificates immediately before and immediately after the Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of any Collateral Support Deficit on the Distribution Date; (15) the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance, and the denominator of which is the related initial aggregate Certificate Balance, for each class of Certificates (other than the Class S and Residual Certificates) immediately following the Distribution Date; (16) the amount of any Appraisal Reductions effected in connection with the Distribution Date on a loan-by-loan basis, the total Appraisal Reduction effected in connection with the Distribution Date and the total Appraisal Reduction Amounts as of that Distribution Date; (17) the number and related principal balances of any mortgage loans extended or modified on a loan-by-loan basis since the previous Determination Date; (18) the amount of any remaining unpaid interest shortfalls for the class as of the Distribution Date; (19) a loan-by-loan listing of each mortgage loan which was the subject of a principal prepayment since the previous Determination Date and the amount and the type of principal prepayment occurring; (20) a loan-by-loan listing of any mortgage loan which was defeased since the previous Determination Date; (21) all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the related Servicer Remittance Dates; (22) the amount of the distribution on the Distribution Date to the holders of each class of Certificates in reimbursement of Collateral Support Deficit; (23) the aggregate unpaid principal balance of the mortgage loans (with respect to the mortgage pool and with respect to each Loan Group) outstanding as of the close of business on the related Determination Date; (24) with respect to any mortgage loan as to which a liquidation occurred since the previous Determination Date (other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds which are included in the available distribution amount and other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any realized loss in connection with the liquidation; S-152 (25) with respect to any REO Property included in the trust as to which the Special Servicer determined, in accordance with accepted servicing standards, that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number of the related mortgage loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any realized loss in respect of the related REO Loan in connection with that determination; (26) the aggregate amount of interest on P&I Advances (with respect to the mortgage pool and with respect to each Loan Group) paid to the Master Servicer, the Trustee and the Fiscal Agent since the prior Distribution Date; (27) the aggregate amount of interest on Servicing Advances (with respect to the mortgage pool and with respect to each Loan Group) paid to the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent since the prior Distribution Date; (28) the original and then current credit support levels for each class of Certificates; (29) the original and then current ratings for each class of Certificates; (30) the amounts held in the Excess Liquidation Proceeds Reserve Account; (31) LIBOR as calculated for the related Distribution Date and the next succeeding Distribution Date; (32) the amounts received and paid in respect of the Swap Contract; (33) identification of any payment default under the Swap Contract as of 11:00 AM Eastern time on the applicable Distribution Date and identification of any Rating Agency Trigger Event or other Swap Default of which Trustee has knowledge as of the close of business on the last day of the immediately preceding calendar month with respect to the Swap Contract; (34) the amount of any (a) payment by the applicable Swap Counterparty as a termination payment, (b) payments in connection with the acquisition of a replacement interest rate swap contract and (c) collateral posted in connection with any Rating Agency Trigger Event; (35) the amount of, and identification of, any payments on the Class A-3FL Certificates in addition to the amount of principal and interest due thereon (including without limitation, any termination payment received in connection with the Swap Contract); and (36) the amount of the distribution on the Distribution Date to the holders of the Class S and Residual Certificates. The Trustee will make available each month, to any interested person via its internet website initially located at "www.etrustee.net," (i) the related Statement to Certificateholders, (ii) the CMSA loan periodic update file, loan setup file, bond level file, and collateral summary file, and (iii) as a convenience to interested persons (and not in furtherance of the distribution thereof under the securities laws), this prospectus supplement, the prospectus, and the Pooling and Servicing Agreement and any other information requested in writing by the Depositor. In addition, the Trustee will make available each month, to any Privileged Person via its internet website, the Servicer Reports, the CMSA property file and the financial file. "Privileged Person" shall mean any of the following: a party to the Pooling and Servicing Agreement, a rating agency, a designee of the Depositor (including any financial market publisher), any other person who delivers to the Trustee in the form attached to the Pooling and Servicing Agreement (which form is also located on, and may be submitted electronically via, the Trustee's internet website), a certification that such person is a Certificateholder, a Beneficial Owner of a Certificate, or a prospective purchaser of a Certificate. "Servicer Reports" means the CMSA delinquent loan status report, the CMSA historical loan modification and corrected mortgage loan report, the CMSA historical liquidation report, the CMSA REO status report, the CMSA servicer watch list, the CMSA NOI adjustment worksheet, the CMSA comparative financial status report, the CMSA operating statement analysis report, the CMSA loan level reserve/LOC report, the CMSA advance recovery report and the CMSA reconciliation of funds report. S-153 The Trustee makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on its internet website and assumes no responsibility therefor. In addition, the Trustee may disclaim responsibility for any information distributed by the Trustee for which it is not the original source. In connection with providing access to the Trustee's internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Trustee's internet website can be directed to the Trustee's customer service desk at 714-238-6701. Each report referred to above is expected to be in the form approved by the Commercial Mortgage Securities Association. In addition, within a reasonable period of time after the end of each calendar year, the Trustee is required to furnish to each person or entity who at any time during the calendar year was a holder of a Certificate, a statement containing the information set forth in clauses (1) and (2) above as to the applicable class, aggregated for the related calendar year or applicable partial year during which that person was a Certificateholder, together with any other information as the Trustee deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for that calendar year. This obligation of the Trustee will be deemed to have been satisfied to the extent that substantially comparable information will be provided by the Trustee pursuant to any requirements of the Code as from time to time are in force. The Pooling and Servicing Agreement requires that the Trustee make available at its offices primarily responsible for administration of the trust fund, during normal business hours upon prior written request, for review by any holder of an Offered Certificate, the Mortgage Loan Sellers, the Depositor, the Special Servicer, the Master Servicer, Fitch, S&P, the Directing Certificateholder or any other person to whom the Trustee believes the disclosure is appropriate, originals or copies of, among other things, the following items to the extent the Trustee has received such items: (1) the Pooling and Servicing Agreement and any amendments to that agreement; (2) all Statements to Certificateholders made available to holders of the relevant class of Offered Certificates since the Closing Date; (3) all officer's certificates delivered to the Trustee since the Closing Date as described under "Description of the Pooling Agreements--Evidence as to Compliance" in the prospectus; (4) all accountants' reports delivered to the Trustee since the Closing Date as described under "Description of the Pooling Agreements--Evidence as to Compliance" in the prospectus; (5) any property inspection report prepared by or on behalf of the Master Servicer or the Special Servicer and delivered to the Trustee in respect of each Mortgaged Property; (6) the mortgage loan files; (7) any and all modifications, waivers and amendments of the terms of a mortgage loan entered into by the Master Servicer or the Special Servicer and delivered to the Trustee; (8) any and all statements and reports delivered to, or collected by, the Master Servicer or the Special Servicer, from the borrowers, including the most recent annual property operating statements, rent rolls and borrower financial statements, but only to the extent the statements and reports have been delivered to the Trustee; (9) trustee exception reports; (10) any and all officer's certificates delivered to the Trustee to support the Master Servicer's determination that any P&I Advance or Servicing Advance was or, if made, would be a Nonrecoverable Advance; (11) any and all appraisals obtained pursuant to the definition of "Appraisal Reduction" in this prospectus supplement; S-154 (12) information provided to the Trustee regarding the occurrence of servicing transfer events as to the mortgage loans; (13) any and all sub-servicing agreements provided to the Trustee and any amendments thereto and modifications thereof; (14) any and all notices, reports and environmental assessments delivered to the Trustee with respect to any Mortgaged Property securing a defaulted mortgage loan as to which the environmental testing contemplated by the Pooling and Servicing Agreement revealed that either of the conditions set forth therein was not satisfied (but only for so long as such Mortgaged Property or the related mortgage loan are part of the trust fund); and (15) an explanation of the calculation of any Prepayment Interest Shortfall. Copies of any and all of the foregoing items will be available to Certificateholders from the Trustee upon written request; however, the Trustee will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing the copies. Pursuant to the Pooling and Servicing Agreement, the Master Servicer will use efforts consistent with the Servicing Standard to enforce all provisions of the mortgage loan documents relating to the submission of financial and property information. The Pooling and Servicing Agreement will require the Master Servicer and the Trustee, subject to certain restrictions set forth in the Pooling and Servicing Agreement, to provide certain of the reports or, in the case of the Master Servicer, access to the reports available to Certificateholders set forth above, as well as certain other information received by the Master Servicer or the Trustee, as the case may be, to any Certificateholder, the Underwriters, the Mortgage Loan Sellers, any Certificate Owner or any prospective investor so identified by a Certificate Owner or an Underwriter, that requests reports or information; provided, that the Trustee and the Master Servicer will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of these reports or information and may require a confidentiality agreement be executed in conjunction with delivery of such reports or information. Except as otherwise set forth in this paragraph, until the time definitive certificates are issued, notices and statements required to be mailed to holders of Certificates will be available to Certificate Owners of Offered Certificates only to the extent they are forwarded by or otherwise available through DTC and its Participants. Conveyance of notices and other communications by DTC to Participants, and by Participants to Certificate Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Except as otherwise set forth in this paragraph, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Depositor 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. The initial registered holder of the Offered Certificates will be Cede & Co., as nominee for DTC. VOTING RIGHTS At all times during the term of the Pooling and Servicing Agreement, the voting rights for the Certificates (the "Voting Rights") will be allocated among the respective classes of Certificateholders as follows: (1) 4% in the case of the Class X Certificates (allocated pro rata among the Class X-C and Class X-P Certificates, based on their respective Notional Amounts at the time of determination), and (2) in the case of any other class of Certificates (other than the Class S and Residual Certificates), a percentage equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of the class, in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance of all classes of Certificates, each determined as of the prior Distribution Date. None of the Class S, the Class R or the Class LR Certificates will be entitled to any Voting Rights. For purposes of determining Voting Rights, the Certificate Balance of each class will not be reduced by the amount allocated to that class of any Appraisal Reductions related to mortgage loans as to which Liquidation Proceeds or other final payment has not yet been received. Voting Rights allocated to a class of Certificateholders will be allocated among the Certificateholders in proportion to the Percentage Interests evidenced by their respective Certificates. Solely for purposes of giving any consent, approval or waiver pursuant to the Pooling and Servicing Agreement, none of the Master Servicer, the Special Servicer or the Depositor will be entitled to exercise any Voting Rights with respect to any Certificates registered in its S-155 name, if the consent, approval or waiver would in any way increase its compensation or limit its obligations in that capacity under the Pooling and Servicing Agreement; provided, however, that the restrictions will not apply to the exercise of the Special Servicer's rights, if any, as a member of the Controlling Class. Appraisal Reductions will not be applied to reduce Voting Rights. TERMINATION; RETIREMENT OF CERTIFICATES The obligations created by the Pooling and Servicing Agreement will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid following the earlier of: o the final payment (or related advance) or other liquidation of the last mortgage loan or REO Property subject thereto; or o the purchase of all of the assets of the trust fund by the Special Servicer or the Master Servicer; or o the exchange of all then outstanding Certificates (other than the Class S or Residual Certificates), including the Class X Certificates, for the mortgage loans remaining in the trust. Written notice of termination of the Pooling and Servicing Agreement will be given to each Certificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at the office of the Certificate Registrar or other location specified in the notice of termination. The Special Servicer and the Master Servicer (subject to certain constraints described in the Pooling and Servicing Agreement) (in that order) will have the right to purchase all of the assets of the trust fund. This purchase of all the mortgage loans and other assets in the trust fund is required to be made at a price equal to the sum of: o the aggregate Purchase Price of all the mortgage loans (exclusive of REO Loans) then included in the trust fund; and o the aggregate fair market value of all REO Properties then included in the trust fund (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights of the classes of Certificates then outstanding, other than the Controlling Class, unless the Controlling Class is the only class of Certificates outstanding, plus the reasonable out-of-pocket expenses of the Master Servicer related to such purchase, unless the Master Servicer is the purchaser. This purchase will effect early retirement of the then outstanding Offered Certificates, but the rights of the Special Servicer or the Master Servicer to effect the termination is subject to the requirement that the then aggregate Stated Principal Balance of the pool of mortgage loans be less than 1% of the Initial Pool Balance. The exchange of certificates for the remaining mortgage loans is not subject to the 1% limit but is limited to certain Classes of the Certificates and all certificateholders must voluntarily participate. On the final Distribution Date, the aggregate amount paid by the 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 Agreements--Certificate Account" in the prospectus), will be applied generally as described under "--Distributions--Priority" above. Any optional 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 X-C Certificates and under certain extremely limited conditions, the Class X-P Certificates because a termination would have an effect similar to a principal prepayment in full of the mortgage loans without the receipt of any Yield Maintenance Charges and, as a result, investors in the Class X 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. THE TRUSTEE LaSalle Bank National Association will serve as Trustee under the Pooling and Servicing Agreement pursuant to which the Certificates are being issued (in such capacity, the "Trustee"). The asset-backed S-156 securities trust office of the Trustee responsible for administration of the trust is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: Global Securities and Trust Services Group-GECMC 2005-C3. As compensation for the performance of its routine duties, the Trustee will be paid a fee (the "Trustee Fee"). The Trustee Fee will be payable monthly from amounts received in respect of the mortgage loans and will accrue at a rate (the "Trustee Fee Rate"), calculated on the basis of a 360-day year consisting of twelve 30-day months equal to 0.0010% per annum, and will be computed on the basis of the Stated Principal Balance of the related mortgage loan as of the preceding Distribution Date. In addition, the Trustee will be entitled to recover from the trust fund all reasonable unanticipated expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including routine expenses incurred in the ordinary course of performing its duties as Trustee under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misfeasance, negligence or bad faith. As required by the Pooling and Servicing Agreement, the Trustee will be required to enforce the rights of the trust fund under the terms of the Intercreditor Agreements with respect to the Whole Loans. See "Description of the Pooling Agreements--The Trustee," "--Duties of the Trustee," "--Certain Matters Regarding the Trustee" and "--Resignation and Removal of the Trustee" in the prospectus. THE FISCAL AGENT ABN AMRO Bank N.V., a Netherlands banking corporation and an affiliate of the Trustee, will act as Fiscal Agent under the Pooling and Servicing Agreement pursuant to which the Certificates are being issued (the "Fiscal Agent") and will be obligated to make any Advance required to be made, and not made, by the Master Servicer and the Trustee under the Pooling and Servicing Agreement, provided that the Fiscal Agent will not be obligated to make any Advance that it deems to be a Nonrecoverable Advance. The Fiscal Agent will be entitled, but not obligated, to rely conclusively on any determination by the Master Servicer, the Special Servicer, solely in the case of Servicing Advances, or the Trustee that an Advance, if made, would be a Nonrecoverable Advance. The Fiscal Agent will be entitled to reimbursement for each Advance made by it in the same manner and to the same extent as, but prior to, the Master Servicer and the Trustee. See "--Advances" above. The Fiscal Agent will be entitled to various rights, protections and indemnities similar to those afforded the Trustee. The Trustee will be responsible for payment of the compensation of the Fiscal Agent. As of March 31, 2005, the Fiscal Agent had consolidated assets of approximately $973.2 billion. The long-term debt obligations of ABN AMRO Bank N.V. are rated "AA-" by Fitch, "AA-" by S&P and "Aa3" by Moody's. S-157 SERVICING UNDER THE POOLING AND SERVICING AGREEMENT GENERAL The servicing of the mortgage loans (other than the Non-Serviced Mortgage Loans, which are serviced under the various Non-Serviced Mortgage Loan Pooling and Servicing Agreements, as described under "--Servicing of the Non-Serviced Mortgage Loans" below), the Serviced Whole Loans and any REO Properties will be governed by the Pooling and Servicing Agreement. The following summaries describe certain provisions of the Pooling and Servicing Agreement relating to the servicing and administration of such mortgage loans, Serviced Whole Loans and related REO Properties. The summaries do not purport to be complete and are subject, and qualified in their entirety by reference, to the provisions of the Pooling and Servicing Agreement. Reference is made to the prospectus for additional information regarding the terms of the Pooling and Servicing Agreement relating to the servicing and administration of such mortgage loans, Serviced Whole Loans and any related REO Properties; provided, that the information in this prospectus supplement supersedes any contrary information set forth in the prospectus. See "Description of the Pooling Agreements" in the prospectus. Each of the Master Servicer and the Special Servicer (each, directly or through one or more sub-servicers) will be required to service and administer the mortgage loans and Serviced Whole Loans for which it is responsible. The Master Servicer may delegate and/or assign some or all of its servicing obligations and duties with respect to some or all of the mortgage loans and Serviced Whole Loans to one or more affiliates. The Master Servicer and the Special Servicer, as applicable, will be permitted to appoint sub-servicers with respect to their respective servicing obligations and duties; provided, that the Special Servicer will only be permitted to appoint sub-servicers with respect to their servicing obligations and duties upon the consent of the Directing Certificateholder except that such consent shall not be required where such appointment of a sub-servicer is necessary for the Special Servicer to comply with any applicable laws, regulations, codes or ordinances related to the Special Servicer; provided, further, that each of the Master Servicer and the Special Servicer will remain directly responsible to the trust with respect to the servicing or special servicing, as applicable, of the mortgage loans and Serviced Whole Loans for which it is responsible notwithstanding such delegation or appointment. The Master Servicer has informed the Depositor that it intends to use one or more sub-servicers selected by the Mortgage Loan Sellers with respect to certain of the mortgage loans sold to the Depositor. The Master Servicer and the Special Servicer will be required to diligently service and administer the mortgage loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans for which each is responsible in the best interests of and for the benefit of the Certificateholders (and, in the case of a Serviced Whole Loan, the holder of any related Serviced Pari Passu Loan or Serviced B Note, as a collective whole, taking into consideration that a Serviced B Note is subordinate to the related mortgage loan and any related Serviced Pari Passu Loans) (as determined by the Master Servicer or the Special Servicer in the exercise of its good faith and reasonable judgment) in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the mortgage loans (other than the Non-Serviced Mortgage Loans) (and, in the case of any Serviced Whole Loan, the terms of any related Serviced Pari Passu Loan or Serviced B Note, and the terms of the related intercreditor agreement) and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: o the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing mortgage loans for third parties; and o the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers commercial and multifamily mortgage loans, if any, owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the maximization of timely recovery of principal and interest on a net present value basis on the mortgage loans (other than the Non-Serviced Mortgage Loans) or Specially Serviced Loans, as applicable (including the Serviced Whole Loans), and the best interests of the trust and the S-158 Certificateholders (and, in the case of a Serviced Whole Loan, the holder of any related Serviced Pari Passu Loan or Serviced B Note, as a collective whole, taking into consideration that a Serviced B Note is subordinate to the related mortgage loan and any related Serviced Pari Passu Loans), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (A) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any affiliate of either, may have with the related borrower, any Mortgage Loan Seller, any other party to the Pooling and Servicing Agreement or any affiliate of any of the foregoing; (B) the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or any affiliate of either; (C) the Master Servicer's obligation to make Advances; (D) the Master Servicer's or the Special Servicer's, as the case may be, right to receive compensation for its services and reimbursement for its costs under the Pooling and Servicing Agreement or with respect to any particular transaction; (E) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer, as applicable; (F) any obligation of the Master Servicer, in its capacity as a Mortgage Loan Seller, to cure a breach of a representation or warranty or repurchase the mortgage loan; and (G) any debt that the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer, as applicable has extended to any borrower (including, without limitation, any mezzanine financing) (the foregoing, collectively referred to as the "Servicing Standard"). Except as otherwise described under "--Inspections; Collection of Operating Information" below, the Master Servicer initially will be responsible for the servicing and administration of the entire pool of mortgage loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans. With respect to any mortgage loan (other than a Non-Serviced Mortgage Loan): o as to which a payment default has occurred at its original maturity date, or, if the original maturity date has been extended in accordance with the provisions of the Pooling and Servicing Agreement, at its extended maturity date or, in the case of a balloon loan, a payment default has occurred on the related balloon payment, o as to which any Periodic Payment (other than a balloon payment) is more than 60 days delinquent, o as to which the borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or a similar insolvency proceeding, or the borrower has become the subject of a decree or order for that proceeding, or the related borrower has admitted in writing its inability to pay its debts generally as they become due, o as to which the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any other lien on the Mortgaged Property, o as to which, in the judgment of the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Directing Certificateholder), a payment default is imminent and is not likely to be cured by the borrower within 60 days or o as to which a default of which the Master Servicer has notice or actual knowledge (other than a failure by the related borrower to pay principal or interest) and which materially and adversely affects the interests of the Certificateholders (or, with respect to each Serviced Whole Loan, the related holder of a related Serviced Pari Passu Loan or Serviced B Note) has occurred and remains unremedied for the applicable grace period specified in the mortgage loan (or if no grace period is specified, 60 days), the Master Servicer will be required to transfer its servicing responsibilities to the Special Servicer, but will be required to continue to receive payments on the mortgage loan (including amounts collected by the S-159 Special Servicer), to make certain calculations with respect to the mortgage loan and to make remittances and prepare certain reports to the Certificateholders with respect to the mortgage loan and to maintain all accounts but the REO Account; provided, however, that with respect to any balloon loan as to which a payment default has occurred with respect to the related balloon payment, if the related borrower continues to make its Assumed Scheduled Payment and diligently pursues refinancing, the Master Servicer will not be required to transfer its servicing responsibilities with respect to such balloon loan until 90 days (or, if the borrower has produced a written refinancing commitment within 90 days (which commitment provides that the refinancing will occur no later than 150 days following such default) that is reasonably acceptable to the Special Servicer and the Directing Certificateholder (or, in the case of the Serviced Whole Loans, as applicable, the related Controlling Holder) has given its consent, 150 days) following such payment default; provided, further, that with respect to a mortgage loan or Serviced Whole Loan as to which the related borrower has become subject to a decree or order for a bankruptcy or similar proceeding, the mortgage loan (or such Whole Loan) will be returned to the Master Servicer for servicing if such decree or order has been dismissed, discharged or stayed within 60 days thereafter. The Master Servicer will also transfer its servicing responsibilities with respect to any Serviced B Note if any of the aforementioned events has occurred with respect to the related mortgage loan that is included in the trust. In addition, at the sole option of the Directing Certificateholder, the Master Servicer will also transfer its servicing responsibilities with respect to any mortgage loan that is cross-collateralized with another mortgage loan as to which any of the aforementioned events has occurred. If the related Mortgaged Property is acquired in respect of any mortgage loan (upon acquisition, an "REO Property") whether through foreclosure, deed-in-lieu of foreclosure or otherwise, the Special Servicer will continue to be responsible for its operation and management. The mortgage loans and the Serviced Whole Loans serviced by the Special Servicer and any mortgage loans and loans in each Serviced Whole Loan secured by Mortgaged Properties that have become REO Properties (excluding any Non-Serviced Mortgage Loan and any successor REO Loan) are referred to in this prospectus supplement as the "Specially Serviced Mortgage Loans." The Master Servicer will have no responsibility for the performance by the Special Servicer of its duties under the Pooling and Servicing Agreement. The Special Servicer will have no responsibility for the performance of the Master Servicer of its duties under the Pooling and Servicing Agreement. Notwithstanding the foregoing, so long as any Serviced B Noteholder is exercising its right to cure a monetary event of default under such Serviced Whole Loan pursuant to the Serviced Co-Lender Agreement (as described under "--Rights of the Holders of the 1301 Fannin B Note--Cure Rights" below), the Special Servicer may not treat such event of default as such for purposes of transferring the Serviced Whole Loan to special servicing, accelerating the Serviced Whole Loan or commencing foreclosure proceedings. If any Specially Serviced Mortgage Loan, in accordance with its original terms or as modified in accordance with the Pooling and Servicing Agreement, becomes a performing mortgage loan or Serviced Whole Loan for at least three Periodic Payments (provided, no additional event of default is foreseeable in the reasonable judgment of the Special Servicer), the Special Servicer will be required to return servicing of that mortgage loan or Serviced Whole Loan (a "Corrected Mortgage Loan") to the Master Servicer. The Special Servicer will be required to prepare a report (an "Asset Status Report") for each mortgage loan (other than any Non-Serviced Mortgage Loan) which becomes a Specially Serviced Mortgage Loan not later than 30 days after the servicing of the mortgage loan is transferred to the Special Servicer. Each Asset Status Report will be delivered to the Master Servicer, the Trustee, the Directing Certificateholder (as defined below), Fitch and S&P, and with respect to the Serviced Whole Loan, the Serviced B Noteholder or the holder of any related Serviced Pari Passu Loan. If the Directing Certificateholder does not disapprove an Asset Status Report within 10 business days, the Special Servicer will be required to implement the recommended action as outlined in the Asset Status Report. The Directing Certificateholder may object to any Asset Status Report within 10 business days of receipt; provided, however, that the Special Servicer will be required to implement the recommended action as outlined in the Asset Status Report if it makes a determination in accordance with the Servicing Standard that the objection is not in the best interests of all the Certificateholders and, if the Serviced Whole Loan is involved, the holder of any related Serviced Pari Passu Loan or the Serviced B Noteholder, as a collective whole, taking into consideration the subordination of the Serviced B Note. If the Directing Certificateholder disapproves the Asset Status Report and the S-160 Special Servicer has not made the affirmative determination described above, the Special Servicer will be required to revise the Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the disapproval. The Special Servicer will be required to revise the Asset Status Report until the Directing Certificateholder fails to disapprove the revised Asset Status Report as described above or until the Special Servicer makes a determination that the objection is not in the best interests of all the Certificateholders and, if a Serviced Whole Loan is involved, the holder of any related Serviced Pari Passu Loan or related Serviced B Noteholder, as a collective whole, taking into consideration the subordination of the Serviced B Note; provided, however, in the event that the Directing Certificateholder and the Special Servicer have not agreed upon an Asset Status Report with respect to a Specially Serviced Mortgage Loan within 60 days of the Directing Certificateholder's receipt of the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan, the Special Servicer will implement the actions described in the most recent Asset Status Report submitted to the Directing Certificateholder by the Special Servicer subject to the Directing Certificateholder's right to consent to certain specific actions. Notwithstanding the foregoing, with respect to the 1301 Fannin Whole Loan, the Directing Certificateholder will not initially be entitled to exercise the rights set forth in the previous paragraph. Rather, the 1301 Fannin B Noteholder will initially be entitled to exercise the rights and powers of the Directing Certificateholder under this section, in addition to the rights and powers described under "--Rights of the Holders of the 1301 Fannin B Note" below. No direction of the Directing Certificateholder will, and the Special Servicer will not be required to take or refrain from taking any such direction from the Directing Certificateholder that would, (a) require, permit or cause the Special Servicer to violate the terms of any mortgage loan, applicable law or any provision of the Pooling and Servicing Agreement, including, but not limited to, the Special Servicer's obligation to act in accordance with the Servicing Standard, or the REMIC Provisions, (b) result in the imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Mortgage Loan Sellers, the trust fund, the Trustee, the Fiscal Agent, the Underwriters or their respective officers, directors, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer's, Trustee's, Fiscal Agent's or the Master Servicer's responsibilities under the Pooling and Servicing Agreement. The "Directing Certificateholder" will be the Controlling Class Certificateholder or its designee selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as certified by the Certificate Registrar from time to time; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class will be the Directing Certificateholder. A "Controlling Class Certificateholder" is each holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as certified to the Certificate Registrar from time to time by the holder (or Certificate Owner). The "Controlling Class" will be as of any time of determination the most subordinate class of Certificates (other than the Class R, Class LR and Class X Certificates) then outstanding that has a Certificate Balance at least equal to 25% of the initial Certificate Balance of that Class. For purposes of determining identity of the Controlling Class, the Certificate Balance of each Class will not be reduced by the amount allocated to that class of any Appraisal Reductions. The Controlling Class as of the Closing Date will be the Class Q Certificates. THE MASTER SERVICER AND THE SPECIAL SERVICER Midland Loan Services, Inc. ("Midland") will be appointed as the initial Master Servicer of the mortgage loans. In addition, Midland will be responsible for servicing the Specially Serviced Mortgage Loans and REO Properties. Midland is a Delaware corporation and a wholly-owned subsidiary of PNC Bank, National Association. Midland's address is 10851 Mastin, Suite 700, Building 82, Overland Park, Kansas 66210. As of June 30, 2005, Midland was servicing approximately 15,879 commercial and multifamily loans with a total principal balance of approximately $118.8 billion. The collateral for these loans is located in all S-161 fifty states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 10,603 of the loans, with a total principal balance of approximately $84.3 billion, pertain to commercial and multifamily mortgage-backed securities. The portfolio includes multifamily, office, retail, hospitality, industrial and other types of income-producing properties. As of June 30, 2005, Midland was the named Special Servicer in approximately 97 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $60.9 billion. With respect to such transactions as of such date, Midland was administering approximately 106 assets with an outstanding principal balance of approximately $894 million. Midland also services newly-originated loans and loans acquired in the secondary market for issuers of commercial and multifamily mortgage-backed securities, financial institutions and private investors. Midland Loan Services, Inc., is approved as a master servicer, special servicer and primary servicer for investment-grade rated commercial and multifamily mortgage-backed securities rated by Moody's Investors Service, Inc., Fitch and S&P and has received the highest rankings as a master, primary and special servicer from Fitch and S&P. Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight (Registered Trademark) , that contains updated performance information at the portfolio, loan and property levels on the various commercial mortgage-backed securities transactions that it services. Certificateholders, prospective transferees of the Certificates and other appropriate parties may obtain access to CMBS Investor Insight (Registered Trademark) through Midland's website at www.midlandls.com. Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight (Registered Trademark) . Specific questions about portfolio, loan and property performance may be sent to Midland via e-mail at askmidland@midlandls.com. The information set forth in this prospectus supplement concerning the Master Servicer and the Special Servicer has been provided by Midland, and neither the Depositor nor the Underwriters make any representation or warranty as to the accuracy or completeness of that information. The Master Servicer makes no representations as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates, the mortgage loans, this prospectus supplement or related documents. PRIMARY SERVICING Except with respect to certain mortgage loans sold to the Depositor by Bank of America, the Master Servicer will be responsible for the primary servicing of all of the mortgage loans (other than the Non-Serviced Mortgage Loans) and the Serviced Whole Loans. The Master Servicer may elect to sub-service some or all of its primary servicing duties with respect to each of the mortgage loans and it has informed the Depositor that it intends to use one or more sub-servicers on certain of the mortgage loans. REPLACEMENT OF THE SPECIAL SERVICER The Special Servicer may be removed, and a successor Special Servicer appointed, at any time with or without cause by the Directing Certificateholder or by Holders of more than 50% of the Certificate Balance of the Controlling Class. In addition, with respect to a Serviced Whole Loan, prior to the occurrence and continuance of a Serviced Control Appraisal Event, as applicable, the related Serviced B Noteholder will have the right, at its own cost and expense, to remove the Special Servicer at any time with or without cause, solely with respect to such Serviced Whole Loan. In each of the foregoing cases, any appointment of a successor Special Servicer will be subject to written confirmation from each of Fitch and S&P that the replacement of the Special Servicer, in and of itself, will not cause a qualification, withdrawal or downgrading of the then-current ratings assigned to any class of Certificates or any class of securities backed by the Serviced Mortgage Loans. For further information regarding the termination and appointment of the Special Servicer with respect to the Oglethorpe Mall Whole Loan, see "--Rights of the Holders of the Oglethorpe Mall Pari Passu Loan" below. With respect to the Non-Serviced Mortgage Loans, the related special servicer may be terminated and replaced as provided in the related pooling and servicing agreement. S-162 SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES The fee of the Master Servicer (the "Servicing Fee") will be payable monthly from amounts received in respect of the mortgage loans (other than any Non-Serviced Mortgage Loan), the Serviced B Notes and the Serviced Pari Passu Loans, and will accrue at a rate (the "Servicing Fee Rate"), calculated on a basis of a 360-day year consisting of twelve 30-day months equal to a per annum rate ranging from 0.0200% to 0.1100%. With respect to any Non-Serviced Mortgage Loan, a separate servicing fee calculated at a rate set forth in the respective Non-Serviced Mortgage Loan Pooling and Servicing Agreement (each, a "Non-Serviced Mortgage Loan Servicing Fee Rate") will be charged under such Non-Serviced Mortgage Loan Pooling and Servicing Agreement. As of the Cut-off Date, the weighted average Servicing Fee Rate will be 0.0376% per annum. In addition to the Servicing Fee, the Master Servicer will be entitled to retain, as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan and any successor REO Loan); o 50% of certain assumption, extension, modification, consent, waiver, earnout, defeasance and similar fees, and 100% of all charges for beneficiary statements or demand fee and application and processing fees with respect to mortgage loans which are not Specially Serviced Mortgage Loans as set forth in the Pooling and Servicing Agreement, o 100% of all NSF check charges on the mortgage loans, and o late payment charges and default interest paid by the borrowers (other than on Specially Serviced Mortgage Loans), but only to the extent the amounts are not needed to pay additional expenses of the trust fund with respect to the related mortgage loan that have been incurred and interest on Advances that has been incurred during the period set forth in the Pooling and Servicing Agreement with respect to the related mortgage loan to the extent provided in the Pooling and Servicing Agreement. If the Master Servicer resigns or is terminated as master servicer, it will be entitled to the excess servicing strip, which is a portion of the Servicing Fee. The Master Servicer will be paid such excess servicing strip unless those funds are required to compensate a successor master servicer for assuming the Master Servicer's responsibilities as master servicer. If the Master Servicer resigns or is terminated as primary servicer, it will be entitled to the primary servicing fee from the related mortgage loans, except to the extent that any portion of such primary servicing fee is required to compensate a successor primary servicer for assuming the duties of the Master Servicer as primary servicer. The Master Servicer also is authorized but not required to invest or direct the investment of funds held in the Certificate Account in Permitted Investments, and the Master Servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the Pooling and Servicing Agreement. The Master Servicer also is entitled to retain any interest earned on any servicing escrow account to the extent the interest is not required to be paid to the related borrowers. The principal compensation to be paid to the Special Servicer in respect of its special servicing activities in respect of the mortgage pool, the Serviced Pari Passu Loans, the Serviced B Notes and the Serviced Mortgage Loans will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee. The Non-Serviced Mortgage Loans will be serviced under the respective Non-Serviced Mortgage Loan Pooling and Servicing Agreement (including those occasions under such Pooling Agreement when the servicing of the Non-Serviced Mortgage Loans has been transferred from the respective Servicer to the respective Special Servicer). Accordingly, the Special Servicer will not be entitled to receive any servicing compensation for any Non-Serviced Mortgage Loan. The "Special Servicing Fee" will accrue with respect to each Specially Serviced Mortgage Loan (including, if applicable, any Serviced Pari Passu Loan or Serviced B Note) at a rate equal to 0.25% per annum (the "Special Servicing Fee Rate") calculated on the basis of the actual principal balance of the related Specially Serviced Mortgage Loans and on the basis of a 360-day year consisting of twelve 30-day months, and will be payable monthly from the trust fund (and, in the case of a Serviced Whole Loan, from amounts received in respect of such Serviced Whole Loan). Each Non-Serviced Mortgage Loan will accrue a comparable special servicing fee under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. S-163 The "Workout Fee" will generally be payable with respect to each Corrected Mortgage Loan and will be calculated by application of a "Workout Fee Rate" of 1.0% to each collection (other than Excess Interest and default interest) of interest and principal (other than any amount for which a Liquidation Fee will be paid) including, but not limited to, scheduled payments, prepayments, balloon payments, and payments at maturity) received on the Corrected Mortgage Loan for so long as such remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if the Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan but will become payable again if and when the mortgage loan again becomes a Corrected Mortgage Loan. If the Special Servicer is terminated or resigns, it will retain the right to receive any and all Workout Fees payable in respect to the mortgage loans or Serviced Whole Loans that became Corrected Mortgage Loans for which it was acting as Special Servicer prior to the time of the termination or resignation. The successor special servicer will not be entitled to any portion of those Workout Fees. In the event that the Special Servicer has been terminated or has resigned and, as of the time of such termination or resignation, a Specially Serviced Mortgage Loan for which it was acting as Special Servicer would be a Corrected Mortgage Loan but for the failure of the borrower to have paid three consecutive payments, then the Special Servicer will be paid the related Workout Fee in the event such Specially Serviced Mortgage Loan does in fact become a Corrected Mortgage Loan upon payment by the borrower of three consecutive payments. A "Liquidation Fee" will be payable (a) with respect to each Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer obtains a full, partial or discounted payoff from the related borrower and, except as otherwise described below, with respect to any Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds or Condemnation Proceeds (provided, however, that a Liquidation Fee will not be payable to the Special Servicer with respect to Condemnation Proceeds unless the Special Servicer, prior to the related condemnation, has spent significant efforts preparing the sale, transfer or liquidation of the related Mortgaged Property) and (b) in connection with the repurchase of any mortgage loan by a Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient mortgage loan documentation after the expiration of a 90 day period (plus any permitted extensions) set forth in the Pooling and Servicing Agreement. The Liquidation Fee for each Specially Serviced Mortgage Loan or REO Property will be payable from, and will be calculated by application of a "Liquidation Fee Rate" of 1.0% to the amount of the related payment or proceeds. Each Non-Serviced Mortgage Loan Special Servicer will accrue a comparable liquidation fee with respect to each Non-Serviced Whole Loan under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (other than in connection with a repurchase of a Non-Serviced Mortgage Loan in connection with a breach of a representation or warranty or a document defect). The Liquidation Fee will be limited in amount and scope as set forth in the Pooling and Servicing Agreement. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds received in connection with: o generally, the purchase of any Specially Serviced Mortgage Loan by the Directing Certificateholder, the Special Servicer or an Assignee of either, except where the purchase is by an Assignee of such purchase option for no material considerations, such assignee is not an affiliate of the assignor of such purchase option and such purchase occurs more than 90 days after the date the Special Servicer has initially determined the fair value of such Specially Serviced Loan, o the purchase of the 1301 Fannin Mortgage Loan, the 125 West 55th Street Mortgage Loan or the Loews Universal Hotel Portfolio Mortgage Loan by the applicable holder of a Serviced Pari Passu Loan or Serviced B Noteholder or holder of a Pari Passu Loan, as applicable, pursuant to the related Intercreditor Agreement which takes place within 90 days following the occurrence of a Servicing Transfer Event with respect to such Mortgage Loan, o the purchase or exchange of all of the mortgage loans and REO Properties in connection with an optional termination of the trust fund, or o generally, the purchase of a mortgage loan by a mezzanine lender pursuant to the related mezzanine intercreditor agreement which takes place within 90 days following the occurrence of a Servicing Transfer Event with respect to such Mortgage Loan. S-164 If, however, Liquidation Proceeds are received with respect to any Corrected Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee, the Workout Fee will be payable based on and out of the portion of the Liquidation Proceeds that constitutes principal and/or interest. No Liquidation Fee will be payable if the mortgage loan becomes and remains a Corrected Mortgage Loan. Liquidation Proceeds do not include Condemnation Proceeds, Insurance Proceeds or REO revenues. The Special Servicer will also be entitled to additional servicing compensation in the form of all assumption, application and processing, extension, modification, consent, waiver and earnout fees, and charges for beneficiary statements or demands fees with respect to Specially Serviced Mortgage Loans and 50% of such fees (other than application and processing fees, charges for beneficiary statements, NSF check charges or demand fees) for loans which are not Specially Serviced Mortgage Loans. The Special Servicer will also be entitled to late payment charges and default interest paid by the borrowers on Specially Serviced Mortgage Loans, but only to the extent those amounts are not needed to pay additional expenses of the trust fund and interest on Advances that has accrued from the Closing Date to the date preceding the end of the related Due Period with respect to the related mortgage loan to the extent provided in the Pooling and Servicing Agreement. The Special Servicer will not be entitled to retain any portion of Excess Interest paid on the APD Loans. Although the Master Servicer and the Special Servicer are each required to service and administer the pool of mortgage loans in accordance with the Servicing Standard above and, accordingly, without regard to its right to receive compensation under the Pooling and Servicing Agreement, additional servicing compensation in the nature of assumption and modification fees may under certain circumstances provide the Master Servicer or the Special Servicer, as the case may be, with an economic disincentive to comply with this standard. Some or all of the items referred to in the prior paragraphs that are collected in respect of the Serviced Pari Passu Loans, the Serviced B Notes or a Serviced Mortgage Loan 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. As and to the extent described in this prospectus supplement under "Description of the Certificates--Advances," the Master Servicer and the Special Servicer, as applicable, will be entitled to receive interest on Advances, which will be paid contemporaneously with the reimbursement of the related Advance. Each of the Master Servicer and the Special Servicer generally will be required to pay all expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement and will not be entitled to reimbursement for any expense of this type except as expressly provided in the Pooling and Servicing Agreement. The Master Servicer and the Special Servicer, as applicable, will be responsible for all fees of any related sub-servicers. See "Description of the Certificates--Distributions--Method, Timing and Amount" in this prospectus supplement and "Description of the Pooling Agreements--Certificate Account" and "--Servicing Compensation and Payment of Expenses" in the prospectus. MAINTENANCE OF INSURANCE In the case of each mortgage loan (but excluding any mortgage loan as to which the related Mortgaged Property has become an REO Property) and Serviced Whole Loan, the Master Servicer will be required to use reasonable efforts (other than with respect to any Non-Serviced Mortgage Loan) consistent with the Servicing Standard to cause the related borrower to maintain (including identifying the extent to which such borrower is maintaining insurance coverage and, if such borrower does not so maintain, the Master Servicer will be required to itself cause to be maintained) for the related Mortgaged Property: (i) a fire and casualty extended coverage insurance policy which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement cost of improvements securing the mortgage loan or the outstanding principal balance of the mortgage loan or Serviced Whole Loan, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and S-165 (ii) all other insurance coverage as is required or that the lender is entitled to reasonably require (including, but not limited to, coverage for acts of terrorism), subject to applicable law, under the related mortgage loan documents, provided, however, that: (i) the Master Servicer will not be required to maintain or cause the related borrower to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless such insurance policy was in effect at the time of the origination of the related mortgage loan or Serviced Whole Loan or was required by the related mortgage loan documents and is available at commercially reasonable rates and only to the extent that the Trustee has an insurable interest thereon (and if the Master Servicer does not cause the borrower to maintain or itself maintain such earthquake or environmental insurance policy on any Mortgaged Property, the Special Servicer will have the right, but not the duty, to obtain (in accordance with the Servicing Standard and with the consent of the Directing Certificateholder), at the trust's expense (and, in the case of a Serviced Whole Loan, at the expense of the related holder of the related B Note or related Serviced Pari Passu Loan), earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Mortgage Loan or an REO Property so long as such insurance is available at commercially reasonable rates); (ii) if and to the extent that any mortgage loan or Serviced Whole Loan grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related borrower is to obtain the requisite insurance coverage, the Master Servicer must (to the extent consistent with the Servicing Standard) require the related borrower to obtain the requisite insurance coverage; (iii) the Master Servicer will have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to enforce those insurance requirements against any borrower; provided, however, that this will not limit the Master Servicer's obligation to obtain and maintain a forced-placed insurance policy as set forth in the Pooling and Servicing Agreement); (iv) except as provided below, in no event will the Master Servicer be required to cause the borrower to maintain, or itself obtain, insurance coverage that the Master Servicer has determined is either (A) not available at any rate or (B) not available at commercially reasonable rates and the related hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located (in each case, as determined by the Master Servicer in accordance with the Servicing Standard, which will be entitled to rely, at its own expense, on insurance consultants in making such determination) (and the related determinations by the Master Servicer will be required to be made not less frequently than annually); (v) the reasonable efforts of the Master Servicer to cause a borrower to maintain insurance must be conducted in a manner that takes into account the insurance that would then be available to the Master Servicer on a force-placed basis; (vi) to the extent the Master Servicer itself is required to maintain insurance that the borrower does not maintain, the Master Servicer will not be required to maintain insurance other than what is available on a force-placed basis at commercially reasonable rates and only to the extent that the Trustee has an insurable interest thereon (and this limitation is not to be construed to modify the other limits set forth in clause (iv) above); (vii) any explicit terrorism insurance requirements contained in the related mortgage loan documents is required to be enforced by the Master Servicer in accordance with the Servicing Standard (unless the Special Servicer and the Directing Certificateholder have consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply with specific requirements contained in the mortgage loan documents) in writing of that provision in accordance with the Servicing Standard); provided, however, that any determination by the Master Servicer that a particular type of insurance is not available at commercially reasonable rates shall be subject to the approval of the Directing S-166 Certificateholder; provided, further, that the Master Servicer will not be permitted to obtain insurance on a force-placed basis with respect to terrorism insurance without the consent of the Directing Certificateholder, provided, further, that while a consent or approval is pending, neither the Master Servicer nor the Special Servicer shall be in default or liable for any loss. Notwithstanding the provision described in clause (iv) above, the Master Servicer must, prior to availing itself of any limitation described in that clause with respect to any mortgage loan that has an unpaid principal balance in excess of $2,500,000, obtain the approval or disapproval of the Special Servicer and the Directing Certificateholder (and, in connection therewith, the Special Servicer will be required to comply with any applicable provisions of the Pooling and Servicing Agreement described herein under "--General," "--Modifications, Waiver and Amendments" and (with respect to a Serviced Whole Loan) "--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan"). The Master Servicer will be entitled to conclusively rely on the determination of the Special Servicer. In addition, you should assume that the Pooling and Servicing Agreement will prohibit the Master Servicer from making various determinations that it is otherwise authorized to make in connection with its efforts to maintain insurance or cause insurance to be maintained unless it obtains the consent of the Special Servicer and that the Special Servicer will not be permitted to consent to those determinations unless the Special Servicer has complied with any applicable provisions of the Pooling and Servicing Agreement described herein under "--General," "--Modifications, Waiver and Amendments" and (with respect to a Serviced Whole Loan) "--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan"). The Pooling and Servicing Agreement may also provide for the Special Servicer to fulfill the duties otherwise imposed on the Master Servicer as described above with respect to a particular mortgage loan if the Special Servicer has a consent right described above and disapproves the proposed determination, or if certain other circumstances occur in connection with an insurance-related determinations by the Master Servicer, with respect to that mortgage loan. With respect to each REO Property, the Special Servicer will generally be required to use reasonable efforts (other than with respect to any Non-Serviced Mortgage Loan), consistent with the Servicing Standard, to maintain (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the mortgage loan or Serviced Whole Loan (or such greater amount of coverage required by the mortgage loan documents (unless such amount is not available or the Directing Certificateholder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1 million per occurrence and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least twelve months. However, the Special Servicer will not be required in any event to maintain or obtain insurance coverage described in this paragraph beyond what is reasonably available at a cost customarily acceptable and consistent with the Servicing Standard. If the Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the mortgage loans and Serviced Whole Loans or REO Properties, as applicable, as to which it is the Master Servicer or the Special Servicer, as the case may be, then, to the extent such policy (i) is obtained, and (ii) (x) provides protection equivalent to the individual policies otherwise required or (y) the Master Servicer or Special Servicer has long-term unsecured debt obligations that are rated not lower than "A" by Fitch and S&P and the Master Servicer or Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, the Master Servicer or Special Servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related mortgaged properties or REO Properties, as applicable. Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained on any Mortgaged Property or REO Property thereunder a hazard insurance policy complying with the requirements described above, and there shall have been one or more losses that would have been S-167 covered by such an individual policy, promptly deposit into the Certificate Account (or, in the case of any Serviced Whole Loan, the separate custodial account maintained with respect to such Serviced Whole Loan), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related mortgage loan or Serviced Whole Loan (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard). The costs of the insurance may be recovered by the Master Servicer or Special Servicer, as applicable, from reimbursements received from the borrower or, if the borrower does not pay those amounts, as a Servicing Advance (to the extent that such Servicing Advances are not Nonrecoverable Advances) as set forth in the Pooling and Servicing Agreement. However, even if such Servicing Advance would be a Nonrecoverable Advance, the Master Servicer or the Special Servicer, as applicable, may make such payments using funds held in the Certificate Account or may be permitted to make such Servicing Advance, subject to certain conditions set forth under "Description of the Offered Certificates--Advances" in this prospectus supplement. No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the mortgage loans, nor will any mortgage loan be subject to FHA insurance. MODIFICATIONS, WAIVER AND AMENDMENTS The Master Servicer (except as provided in the Pooling and Servicing Agreement) may agree to extend the maturity date of a mortgage loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is neither (a) a Specially Serviced Mortgage Loan nor (b) a Defaulted Mortgage Loan or a mortgage loan or Serviced Whole Loan as to which default is reasonably foreseeable and the Special Servicer (except as provided in the Pooling and Servicing Agreement) may agree to extend the maturity date of any such mortgage loan or Serviced Whole Loan; except that any extension entered into by the Master Servicer or the Special Servicer will not be permitted to extend the maturity date beyond the earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in the case of a mortgage loan secured by a leasehold estate and not the related fee interest, the date twenty years (or ten years, provided that the Directing Certificateholder (or, in the case of a Serviced Whole Loan, the Controlling Holder) has consented to such extension) prior to the expiration of the leasehold estate. Subject to the preceding sentence, (a) the Master Servicer will not be permitted to extend a mortgage loan or Serviced Whole Loan more than twelve months from the original maturity date, unless the Master Servicer provides a recommendation and analysis to the Special Servicer and the Special Servicer determines (with the consent of the Directing Certificateholder) that such longer extension will result in a greater recovery on a net present value basis to the trust fund and if a Serviced Whole Loan is involved, the holder of a related Serviced Pari Passu Loan or a related Serviced B Note (as a collective whole, taking into consideration the subordination of the Serviced B Note) and (b) the Special Servicer will not be permitted to extend a mortgage loan or Serviced Whole Loan more than twelve months from the original maturity date, unless the Special Servicer determines (with the consent of the Directing Certificateholder) that such longer extension will result in a greater recovery on a net present value basis to the trust fund and if a Serviced Whole Loan is involved, the holder of a related Serviced Pari Passu Loan or a related Serviced B Note (as a collective whole, taking into consideration the subordination of the Serviced B Note); provided, however, that the aggregate of such longer extensions will not be permitted to exceed five years from the original maturity date. If any such extension would extend the maturity date of a mortgage loan or Serviced Whole Loan for more than twelve months from and after the original maturity date of the mortgage loan or Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable, must obtain an opinion of counsel (at the expense of the related borrower) that such extension will not constitute a "significant modification" of the mortgage loan within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, the Master Servicer will not be permitted to extend any mortgage loan unless (a) it has sent notice of such proposed extension, together with its written recommendation, analysis, the details of such proposed extension and any other information reasonably requested by the Directing Certificateholder to the Directing Certificateholder, and (b) the Directing Certificateholder has also S-168 approved such extension; provided, however, that if the Directing Certificateholder does not object to such recommendation within ten Business Days of its receipt of the Master Servicer's recommendation, then the extension will be deemed approved. If the Directing Certificateholder objects to such extension, the Master Servicer, subject to the Servicing Standard, will not be permitted to extend such maturity date and will not be liable for any loss caused by the failure to extend such maturity. Notwithstanding the foregoing, to the extent that the related mortgage loan documents provide that the lender has the right to approve any material modification (other than an extension), the Master Servicer will not be permitted to agree to any material modification unless (a) the Master Servicer has notified the Special Servicer of its approval of such material modification, and provided its written recommendation, analysis and any other information reasonably requested by the Special Servicer to the Special Servicer, (b) the Special Servicer has approved such material modification and advised the Directing Certificateholder of the request for such approval and of the Master Servicer's and its own approval of such material modification and (c) the Directing Certificateholder has also approved such material modification; provided, however, that the Special Servicer will be required to advise the Directing Certificateholder of its approval (if any) of such material modification within 10 Business Days of its receipt of all of the notice, its recommendation, analysis and any reasonably requested documents from the Master Servicer; provided, further, that if the Directing Certificateholder does not respond to or approve such recommendation within 5 Business Days of its receipt of the Special Servicer's recommendation, then the material modification will be deemed approved. Unless required by the related mortgage loan documents or the Servicing Standard, neither the Master Servicer nor the Special Servicer will be permitted to approve such material modification unless the related borrower has agreed to pay all fees and costs associated with such material modification (unless such condition has been waived by the Directing Certificateholder). Except as otherwise described in this section (other than with respect to a Non-Serviced Mortgage Loan), neither the Master Servicer nor the Special Servicer may waive, modify or amend (or consent to waive, modify or amend) any provision of a mortgage loan which is not in default or as to which default is not reasonably foreseeable except for (1) the waiver of any due-on-sale clause or due-on-encumbrance clause to the extent permitted in the Pooling and Servicing Agreement, and (2) any waiver, modification or amendment that would not be a "significant modification." If the Special Servicer determines that a modification, waiver or amendment (including the forgiveness or deferral of interest or principal or the substitution or release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Mortgage Loan with respect to which a payment default or other material default has occurred or a payment default or other material default is, in the Special Servicer's judgment, reasonably foreseeable, is estimated to produce a greater recovery to Certificateholders, and if any Serviced Whole Loan is involved, the holder of a related Serviced Pari Passu Loan or a related Serviced B Note (taking into consideration the subordination of the B Note), on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate or weighted average mortgage rates, if applicable) than liquidation of the Specially Serviced Mortgage Loan pursuant to the terms described under "--Realization upon Defaulted Mortgage Loans" below, then the Special Servicer will agree to such modification, waiver or amendment of the Specially Serviced Mortgage Loan, subject to the restrictions and limitations described below. The Special Servicer will be required to use reasonable efforts to the extent possible to fully amortize a modified mortgage loan prior to the Rated Final Distribution Date. The Special Servicer will not be permitted to agree to a modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan if that modification, waiver or amendment would: (i) extend the maturity date of the Specially Serviced Mortgage Loan to a date occurring later than the earlier of (A) two years prior to the Rated Final Distribution Date and (B) if the Specially Serviced Mortgage Loan is secured by a leasehold estate and not the related fee interest, the date twenty years (or ten years, provided that the Directing Certificateholder (or, in the case of a Serviced Whole Loan, the related Controlling Holder) has consented to such extension) prior to the expiration of the leasehold estate; (ii) reduce the related Net Mortgage Rate to less than the lesser of (A) the original Net Mortgage Rate and (B) the highest Pass-Through Rate on any class of Certificates (other than the Class X S-169 Certificates), unless such Specially Serviced Mortgage Loan is subject to a bankruptcy proceeding and the Special Servicer deems such reduction to be in the best interest of the trust fund (and, in the case of a Serviced Whole Loan, the holder of a related Serviced Pari Passu Loan or a related Serviced B Note (as a collective whole, taking into consideration the subordination of the B Note)); or (iii) provide for the deferral of interest unless (A)(x) interest accrues on the mortgage loan, generally, at the related Mortgage Rate and (y) the aggregate amount of deferred interest does not exceed 10% of the unpaid principal balance of the Specially Serviced Mortgage Loan, or (B) such Specially Serviced Mortgage Loan is subject to a bankruptcy proceeding and the Special Servicer deems such deferral to be in the best interest of the trust fund (and, in the case of a Serviced Whole Loan, the of a related Serviced Pari Passu Loan or a related Serviced B Note (as a collective whole, taking into consideration the subordination of the B Note)). With respect to the following actions, (i) the termination or replacement of any property manager with respect to any Mortgaged Property; (ii) the termination or change of the franchise for any Mortgaged Property operated as a hospitality property; (iii) the release of any reserve or holdback or letter of credit in lieu thereof which could be used to prepay the related mortgage loan or Serviced Whole Loan, or which can be released at the option of the Lender upon the satisfaction of certain operating performance or debt service ratio triggers at the related Mortgaged Property; and (iv) the incurrence by a borrower of any debt other than the mortgage loan or Serviced Whole Loan and trade debt incurred in the normal operation of the related Mortgaged Property, to the extent that the related mortgage loan documents provide that the lender has the right to consent to such action, the Master Servicer will not be permitted to consent to such action unless (a) the Master Servicer has notified the Special Servicer of such action and provided a written recommendation, its analysis and any related documents within the possession of the Master Servicer reasonably requested by the Special Servicer, (b) the Special Servicer has approved such action and notified the Directing Certificateholder of the request for such consent and of the Master Servicer's and its own approval and (c) the Directing Certificateholder has also informed the Special Servicer that it has approved such action; provided, however, that the Special Servicer will be required to advise the Directing Certificateholder of its approval (if any) of such action promptly upon (but in no case to exceed 10 Business Days following) its receipt of all of the notice, recommendation, analysis and reasonably requested documents from the Master Servicer; provided, further, that if the Directing Certificateholder does not respond to or approve such recommendation within 5 Business Days of its receipt of the Special Servicer's recommendation, then such action will be deemed approved. Unless required by the related loan documents or the Servicing Standard, the Special Servicer will not be permitted to approve such action unless the borrower agrees to pay all fees and costs associated with such action (unless such condition shall have been waived by the Directing Certificateholder). In the event the Master Servicer or Special Servicer determines that a refusal to consent by the Directing Certificateholder or any advice from the Directing Certificateholder would cause the Special Servicer or Master Servicer, as applicable, to violate applicable law, the terms of the mortgage loan documents or the terms of the Pooling and Servicing Agreement (including the provisions thereof related to foreclosure, sale of defaulted mortgage loans and modifications or the Servicing Standard), the Special Servicer or Master Servicer, as applicable, will be required to disregard such refusal to consent or advice and notify the Directing Certificateholder, the Trustee, S&P and Fitch. Any modification, extension, waiver or amendment of the payment terms of any Serviced Whole Loan will be required to be structured so as to be consistent with the allocation and payment priorities in the related loan documents and the related Intercreditor Agreement, such that neither the trust as holder of the related Mortgage Loan, the holder of a related Serviced B Note nor the holder of a related Serviced Pari Passu Loan gains a priority over the other such holder that is not reflected in the related loan documents and the Intercreditor Agreement. S-170 In the event of a modification which creates a deferral of interest, the Pooling and Servicing Agreement will provide that the amount of deferred interest will be allocated to reduce the Distributable Certificate Interest of the class or classes (other than the Class X Certificates) or Class A-3FL Regular Interest with the latest sequential designation then outstanding, and to the extent so allocated, will be added to the Certificate Balance of the class or classes. The Special Servicer or the Master Servicer, as the case may be, will be required to notify each other, Fitch, S&P, each Serviced B Noteholder, each holder of a Serviced Pari Passu Loan and the Trustee of any modification, waiver or amendment of any term of any mortgage loan and will be required to deliver to the Trustee for deposit in the related mortgage file, an original counterpart of the agreement related to the modification, waiver or amendment, promptly following the execution thereof. Copies of each agreement whereby the modification, waiver or amendment of any term of any mortgage loan is effected are required to be available for review during normal business hours at the offices of the Trustee. See "Description of the Certificates--Reports to Certificateholders; Certain Available Information" in this prospectus supplement. Notwithstanding the foregoing, with respect to a Serviced Whole Loan, the Directing Certificateholder will not initially be entitled to exercise the rights set forth in this section. Rather, the related Serviced B Noteholder or the related holder of a Serviced Pari Passu Loan, as applicable, will initially be entitled to exercise the rights and powers described under "--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan" below. See also "--General" above for a description of the Directing Certificateholder's rights with respect to reviewing and approving the Asset Status Report. LIMITATION ON LIABILITY OF DIRECTING CERTIFICATEHOLDER AND THE SERVICED B NOTEHOLDERS The Directing Certificateholder will have no liability whatsoever to the trust fund or any Certificateholders other than the Controlling Class Certificateholders and shall have no liability to any Controlling Class Certificateholder for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment; provided, however, that with respect to Controlling Class Certificateholders the Directing Certificateholder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Directing Certificateholder may have special relationships and interests that conflict with those of holders of one or more classes of Certificates, that the Directing Certificateholder may act solely in the interests of the holders of the Controlling Class, that the Directing Certificateholder does not have any duties to the holders of any class of Certificates other than the Controlling Class, that the Directing Certificateholder may take actions that favor the interests of the holders of the Controlling Class over the interests of the holders of one or more other classes of Certificates, that the Directing Certificateholder will have no liability whatsoever by reason of its having acted solely in the interests of the Controlling Class, and that no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted. The holder of each Serviced B Note or its related designees, in connection with exercising the rights and powers set forth herein with respect to each such Serviced Whole Loan, will be entitled to substantially the same limitations on liability to which the Directing Certificateholder is entitled. SALE OF DEFAULTED MORTGAGE LOANS The Pooling and Servicing Agreement contains provisions requiring, within 60 days after a mortgage loan (other than a Non-Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan, the Special Servicer to determine the fair value of the mortgage loan in accordance with the Servicing Standard. A "Defaulted Mortgage Loan" is a mortgage loan (other than a Non-Serviced Mortgage Loan) which is delinquent at least 60 days in respect of its Periodic Payments or more than 30 days delinquent in respect of its balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related mortgage loan documents and without regard to any acceleration of payments S-171 under the mortgage loan. The Special Servicer will be required to recalculate, if necessary, from time to time, but not less often than every 90 days, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, new information or otherwise, in accordance with the Servicing Standard. In the event a mortgage loan (other than a Non-Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan, the Directing Certificateholder and the Special Servicer (only if the Directing Certificateholder or Special Servicer, as applicable, is not an affiliate of the related Mortgage Loan Seller) (subject, with respect to the Serviced Mortgage Loan, to the rights of the Serviced B Noteholder, to purchase such Defaulted Mortgage Loan and, in the case of a Mortgage Loan subject to mezzanine debt, to any rights of the related mezzanine lender to purchase the Defaulted Mortgage Loan pursuant to the related mezzanine intercreditor agreement) will each have an assignable option to purchase (a "Purchase Option") the Defaulted Mortgage Loan from the trust fund at a price (the "Option Price") equal to (i) the outstanding principal balance of the Defaulted Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such balance, all related unreimbursed Servicing Advances and interest on all Advances, plus all related fees and expenses, 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. With respect to the 1301 Fannin Mortgage Loan, the Oglethorpe Mall Mortgage Loan, the One Main Place Mortgage Loan and the Tinley Crossings-8151 W 183rd Mortgage Loan, the party that exercises the foregoing Purchase Option will only be entitled to purchase such mortgage loan and not any related Serviced B Note or any related Serviced Pari Passu Loan. The Special Servicer will be permitted to retain, at the expense of the trust fund, an independent third party to assist the Special Servicer in determining such fair value and will be permitted to conclusively rely, to the extent it is reasonable to do so in accordance with the Servicing Standard, on the opinion of such third party in making such determination. Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised (or the Defaulted Mortgage Loan is purchased by a mezzanine lender or a B Noteholder, if any such holder is entitled to so purchase the Defaulted Mortgage Loan pursuant to the related intercreditor agreement), the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, as are 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 borrower's cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition by, or on behalf of, the trust fund of title to the related Mortgaged Property through 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 , (iv) upon a repurchase of a Defaulted Mortgage Loan by the applicable Mortgage Loan Seller due to the Mortgage Loan Seller's breach of a representation with respect to such Defaulted Mortgage Loan or a document defect or (v) a purchase of a Defaulted Mortgage Loan by the holder of a related B Note or mezzanine debt pursuant to the related intercreditor agreement. 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 Special Servicer or, if the Directing Certificateholder is affiliated with the Special Servicer, the Directing Certificateholder, 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, the Master Servicer will be required to determine, in accordance with the Servicing Standard, whether the Option Price represents a fair price. The Master Servicer will be required to retain, at the expense of the trust fund, an independent third party who is an MAI qualified appraiser or an independent third party that is of recognized standing having experience in evaluating the value of defaulted mortgage loans in accordance with the Pooling and Servicing Agreement, to assist the Master Servicer to determine if the Option Price represents a fair price for the Defaulted Mortgage Loan. In making S-172 such determination and absent manifest error, the Master Servicer will be entitled to conclusively rely on the opinion of such person in accordance with the terms of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement provides that the Directing Certificateholder will have the right to purchase any Non-Serviced Mortgage Loan that becomes a defaulted mortgage loan under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement from the trust at the price determined by the related Non-Serviced Mortgage Loan Special Servicer, subject to the purchase option described below under "--Servicing of the Non-Serviced Mortgage Loans--Sale of Defaulted Mortgage Loans." REALIZATION UPON DEFAULTED MORTGAGE LOANS The Special Servicer will exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of property securing such mortgage loans (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan, as come into and continue in default as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to the Pooling and Servicing Agreement, and which are not released from the trust pursuant to any provision of the Pooling and Servicing Agreement. Neither the Master Servicer nor the Special Servicer is permitted, however, to initiate foreclosure proceedings or acquire title to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the Trustee, for the benefit of the Certificateholders (and in the case of any Serviced Whole Loan, on behalf of the holder of a related Serviced B Note or the holder of a related Serviced Pari Passu Loan), 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 the 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 paid for by the Master Servicer as a Servicing Advance) and either: (1) the Special Servicer determines in accordance with the Servicing Standard, based on the information set forth in the report, 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 determines in accordance with the Servicing Standard, based on the information set forth in the report, that taking those 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 to the certificateholders and, if a Serviced Whole Loan is involved, the holder of a related Serviced Pari Passu Loan or the holder of a related Serviced B Note (as a collective whole, taking into consideration the subordination of the B Note), taking into account the time value of money, than not taking those actions. See "Certain Legal Aspects of Mortgage Loans--Environmental Risks" in the prospectus. In addition, subject to certain exceptions set forth in the Pooling and Servicing Agreement, the Special Servicer will not be permitted to initiate foreclosure proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, unless (a) the Special Servicer shall have notified the Directing Certificateholder of the proposed foreclosure and provided its written recommendation, analysis and any other related documents in the possession or control of the Special Servicer reasonably requested by the Directing Certificateholder to the Directing Certificateholder, and (b) the Directing Certificateholder shall have approved such proposed foreclosure; provided, however, that if the Directing Certificateholder does not reject such recommendation within 10 Business Days of its receipt of the Special Servicer's recommendation and any additional documents or information that the Directing Certificateholder may reasonably request, then the proposed foreclosure will be deemed approved. With respect to any Serviced Whole Loan, the Special Servicer will be initially required to obtain the consent of the related Serviced B Noteholder and the related holder of a Serviced Pari Passu Loan, and not the Directing Certificateholder, pursuant to the respective procedures and subject to the respective limitations set forth below under "--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan." S-173 If title to any Mortgaged Property (other than the Mortgaged Property related to a Non-Serviced Mortgage Loan) is acquired by the trust fund, the Special Servicer, on behalf of the trust fund (and, in the case of a Serviced Whole Loan, on behalf of the holders of any related Serviced Pari Passu Loan or Serviced B Note), will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the Internal Revenue Service (the "IRS") grants an extension of time to sell the property or (2) the Trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund longer than the above-referenced three year period will not result in the imposition of a tax on either the Upper-Tier REMIC or the Lower-Tier REMIC or cause the trust fund (or either of the Upper-Tier REMIC or the Lower-Tier REMIC) to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to certain exceptions set forth in the Pooling and Servicing Agreement, the Special Servicer will not, however, be permitted to sell any REO Property, unless (a) the Special Servicer shall have notified the Directing Certificateholder of the proposed sale and provided its written recommendation, analysis and any other related documents in the possession or control of the Special Servicer reasonably requested by the Directing Certificateholder to the Directing Certificateholder, and (b) the Directing Certificateholder shall have approved such proposed sale; provided, however, that if the Directing Certificateholder does not reject such recommendation within 10 Business Days of its receipt of the Special Servicer's recommendation and any additional documents or information that the Directing Certificateholder may reasonably request, then the proposed sale will be deemed approved. With respect to any Serviced Whole Loan, the Special Servicer will be initially required to obtain the consent of the related Serviced B Noteholder and the holder of any related Serviced Pari Passu Loan, and not the Directing Certificateholder, pursuant to the respective procedures and subject to the respective limitations set forth below under "--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan." If the Special Servicer, with respect to mortgage loans (other than a Non-Serviced Mortgage Loan), has not received an extension of time to sell the property or an opinion of independent counsel, as described above, and the Special Servicer is unable to sell such REO Property within the period specified above, or if an extension of time to sell the property has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer will be required, after consultation with the Directing Certificateholder (or, in the case of a Serviced Whole Loan, the related Controlling Holder), before the end of such period or extended period, as the case may be, to auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard. The Special Servicer will be required to give the Directing Certificateholder, the Master Servicer and the Trustee not less than five days' prior written notice of its intention to sell any REO Property, and in respect of such sale, the Special Servicer will be required to offer such REO Property in a commercially reasonable manner. Where any of the Depositor, Master Servicer, Special Servicer, Certificateholders, independent contractors retained by the Special Servicer or affiliates of any such parties is among those bidding with respect to an REO Property, the Special Servicer will require that all bids be submitted in writing and accompanied by a refundable deposit of cash in an amount equal to 5% of the bid amount. If the Special Servicer or any of its affiliates intends to bid on any REO Property, (i) the Special Servicer will be required to notify the Trustee of such intent, (ii) the Trustee will promptly obtain, at the expense of the trust fund (and, in the case of a Serviced Whole Loan, the related Serviced B Noteholder) an appraisal of such REO Property and (iii) the Special Servicer will not be permitted to bid less than the greater of (a) the fair market value set forth in such appraisal or (b) the Purchase Price. The Special Servicer will be required to ensure that any Mortgaged Property acquired by the trust fund is administered so that it constitutes "foreclosure property" within the meaning of Code Section 860G(a)(8) at all times, that the sale of the property does not result in the receipt by the trust fund of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If the trust fund acquires title to any Mortgaged Property, the Special Servicer, on behalf of the trust fund, will retain, at the expense of the trust fund, an independent contractor to manage and operate the property in all circumstances required by the Code. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was at least 10% completed at the time default on the S-174 related mortgage loan became imminent. The retention of an independent contractor, however, will not relieve the Special Servicer of its obligation to manage the Mortgaged Property as required under the Pooling and Servicing Agreement. Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be taxable on income received with respect to a Mortgaged Property acquired by the trust fund to the extent that it constitutes "rents from real property," within the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are "customary" within the meaning of applicable regulations. It is therefore possible that a portion of the income with respect to a Mortgaged Property owned by the trust fund attributable to any non-qualifying services, would not constitute rents from real property, or that all income would not qualify if no separate charge was stated for the non-customary services or they were not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hotel. Any of the foregoing types of income may instead constitute "net income from foreclosure property," which would be taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. The Pooling and Servicing Agreement provides that the Special Servicer will be permitted to cause the Lower-Tier REMIC to earn "net income from foreclosure property" that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the trust fund to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of Certificates. See "Certain Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates" and "--Taxes That May Be Imposed on the REMIC Pool" in the prospectus. Similar considerations apply with respect to a Non-Serviced Mortgage Loan under the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement. To the extent that Liquidation Proceeds collected with respect to any mortgage loan are less than the sum of: (1) the outstanding principal balance of the mortgage loan, (2) interest accrued on the mortgage loan and (3) the aggregate amount of outstanding reimbursable expenses (including any unreimbursed Servicing Advances and unpaid and accrued interest on those Servicing Advances) incurred with respect to the mortgage loan, then the trust fund will realize a loss in the amount of the shortfall. The Trustee, the Fiscal Agent, the Master Servicer and/or the Special Servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any mortgage loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related mortgage loan, certain unreimbursed expenses incurred with respect to the mortgage loan and any unreimbursed Advances and interest on Advances made with respect to the mortgage loan. In addition, amounts otherwise distributable on the Certificates will be further reduced by interest payable to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent on these Advances. If any Mortgaged Property suffers damage and the proceeds, if any, of the related hazard insurance policy are insufficient to restore fully the damaged property, the Master Servicer will not be required to advance funds to effect the restoration unless (1) the Special Servicer determines that the restoration will increase the proceeds to Certificateholders (and, if a Serviced Whole Loan is involved, the holder of the related Serviced B Note, taking into consideration the subordination of the B Note) on liquidation of the mortgage loan after reimbursement of the Master Servicer for its expenses and (2) the Master Servicer determines that such advance will not be a Nonrecoverable Advance. S-175 In addition, with respect to each Serviced Whole Loan, the related Serviced B Noteholder or the holder of any related Serviced Pari Passu Loan has the right, subject to the satisfaction of certain conditions, to purchase the related mortgage loan from the trust. See "--Rights of the Holders of the 1301 Fannin B Note" and "--Rights of the Holder of the Oglethorpe Mall Pari Passu Loan" below. INSPECTIONS; COLLECTION OF OPERATING INFORMATION The Master Servicer will be required to perform or cause to be performed (at its own expense), physical inspections of each Mortgaged Property securing a Mortgage Note (other than with respect to a Non-Serviced Mortgage Loan) with a Stated Principal Balance of (A) $2,000,000 or more at least once every 12 months and (B) less than $2,000,000 at least once every 24 months, in each case commencing in calendar year 2006; provided, however, that if any mortgage loan becomes a Specially Serviced Mortgage Loan, the Special Servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable but in no event more than 60 days after the mortgage loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the mortgage loan remains a Specially Serviced Mortgage Loan. The reasonable cost of each such inspection performed by the Special Servicer will be paid by the Master Servicer as a Servicing Advance or if such Servicing Advance would be a Nonrecoverable Advance, as a trust fund expense (and, if a Serviced Whole Loan is involved, as an expense of the holders of any related Serviced Pari Passu Loan or Serviced B Note). The Special Servicer or the Master Servicer, as applicable, will be required to prepare a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property and specifying the existence of any material vacancies in the Mortgaged Property of any sale, transfer or abandonment of the Mortgaged Property of which it has actual knowledge, of any material adverse change in the condition of the Mortgaged Property, or of any visible material waste committed on the Mortgaged Property. The Special Servicer or the Master Servicer, as applicable, is also required to use reasonable efforts to collect and, upon collection, to review the annual operating statements of the related Mortgaged Property (other than with respect to a Non-Serviced Mortgage Loan). Most of the Mortgages obligate the related borrower to deliver annual property operating statements. However, we cannot assure you that any operating statements required to be delivered will in fact be delivered, nor is the Special Servicer or the Master Servicer likely to have any practical means of compelling the delivery in the case of an otherwise performing mortgage loan. Copies of the inspection reports and operating statements referred to above are to be available for review by Certificateholders during normal business hours at the offices of the Trustee. See "Description of the Certificates--Reports to Certificateholders; Certain Available Information" in this prospectus supplement. CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER AND THE DEPOSITOR The Pooling and Servicing Agreement permits the Master Servicer and the Special Servicer to resign from their respective obligations only upon (a) the appointment of, and the acceptance of the appointment by, a successor and receipt by the Trustee of written confirmation from each of Fitch, S&P and any other rating agency then rating securities backed by a Serviced Whole Loan that the resignation and appointment will, in and of itself, not cause a downgrade, withdrawal or qualification of the then-current rating assigned to any class of Certificates or securities backed by such Serviced Whole Loan or (b) a determination that their respective obligations are no longer permissible with respect to the Master Servicer or the Special Servicer, as the case may be, under applicable law. No resignation will become effective until the Trustee or other successor has assumed the obligations and duties of the resigning Master Servicer or Special Servicer, as the case may be, under the Pooling and Servicing Agreement. The Pooling and Servicing Agreement will provide that none of the Master Servicer, the Special Servicer, the Depositor or, if a Serviced Whole Loan is involved, the holders of any related Serviced Pari Passu Loan or Serviced B Note, or any director, officer, employee or agent of any of them will be under any liability to the trust fund or the Certificateholders or, if the Oglethorpe Mall Whole Loan is involved, the holder of any related Serviced Pari Passu Loan, 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 S-176 Servicer, the Special Servicer, the Depositor or similar person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations and duties. The Pooling and Servicing Agreement will also provide that the Master Servicer, the Special Servicer, the Depositor and any general partner of the foregoing and any director, officer, employee or agent of any of them will be entitled to indemnification by the trust fund against any loss, liability or expense incurred in connection with the performance of its duties and the exercise of rights under, or any legal action or claim that relates to the Pooling and Servicing Agreement or the Certificates; provided, however, that the indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement, by reason of negligent disregard of the obligations or duties, or in the case of the Depositor and any of its directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. The Pooling and Servicing Agreement will also provide that any Non-Serviced Mortgage Loan Servicer, any Non-Serviced Mortgage Loan Special Servicer and any Non-Serviced Mortgage Loan Trustee, and any director, officer, employee or agent of any of them will be entitled to indemnification by the trust fund and held harmless against the trust's pro rata share of any liability or expense incurred in connection with any legal action or claim that relates to the related Non-Serviced Mortgage Loan under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement or the 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 negligence on the part of any such Non-Serviced Mortgage Loan Servicer, any such Non-Serviced Mortgage Loan Special Servicer or any such Non-Serviced Mortgage Loan Trustee in the performance of obligations or duties or by reason of negligent disregard of obligations or duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. In addition, the Pooling and Servicing Agreement will provide that none of the Master Servicer, the Special Servicer or the Depositor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the Pooling and Servicing Agreement or that in its opinion may involve it in any expense or liability not reimbursed by the trust fund. However, each of the Master Servicer, the Special Servicer and the Depositor will be permitted, in the exercise of its discretion, to undertake any action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the Certificateholders (or if a Serviced Whole Loan is involved, the rights of the Certificateholders and the holders of any related Serviced Pari Passu Loan or Serviced B Note (as a collective whole)), under the Pooling and Servicing Agreement; provided, however, that if such Serviced Whole Loan, holder of a related Serviced Pari Passu Loan and/or Serviced B Noteholder are involved, such expenses, costs and liabilities will be payable out of the related separate custodial account maintained with respect to such Serviced Whole Loan and will also be payable out of the Certificate Account if amounts on deposit in the separate custodial account maintained with respect to such Whole Loan are insufficient therefor so long as such expenses, costs and liabilities do not relate solely to a Serviced B Note or Serviced Pari Passu Loan. In that event, the legal expenses and costs of the action, and any liability resulting therefrom, will be expenses, costs and liabilities of the Certificateholders, and the Master Servicer, the Special Servicer or the Depositor, as the case may be, will be entitled to charge the Certificate Account for the expenses (or, if and to the extent the matter relates solely to a Serviced B Note, Serviced Pari Passu Loan or a Serviced Whole Loan, out of the separate custodial account maintained with respect to such Serviced Whole Loan). Pursuant to the Pooling and Servicing Agreement, the Master Servicer and Special Servicer will each be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer's or employee's misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the Pooling and Servicing Agreement. Notwithstanding the foregoing, the Master Servicer and the Special Servicer will be allowed to self-insure with respect to an errors and omission policy and a fidelity bond so long as certain conditions set forth in the Pooling and Servicing Agreement are met. S-177 Any person into which the Master Servicer, the Special Servicer or the Depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the Master Servicer, the Special Servicer or the Depositor is a party, or any person succeeding to the business of the Master Servicer, the Special Servicer or the Depositor, will be the successor of the Master Servicer, the Special Servicer or the Depositor, as the case may be, under the Pooling and Servicing Agreement. The Master Servicer and the Special Servicer may have other normal business relationships with the Depositor or the Depositor's affiliates. EVENTS OF DEFAULT "Events of Default" under the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as the case may be, will include, without limitation: (a) (A) any failure by the Master Servicer to make a required deposit to the Certificate Account (or the separate custodial accounts maintained with respect to a Serviced Whole Loan) on the day such deposit was first required to be made, which failure is not remedied within one business day, or (B) any failure by the Master Servicer to deposit into, or remit to the Trustee for deposit into, the Distribution Account any amount required to be so deposited or remitted (including any required P&I Advance, unless the Master Servicer determines that such P&I Advance is a Nonrecoverable Advance), which failure is not remedied (with interest) by 10:00 a.m. (New York City time) on the relevant Distribution Date; (b) any failure by the Special Servicer to deposit into the REO Account on the day such deposit is required to be made, or to remit to the Master Servicer for deposit in the Certificate Account (or the separate custodial account maintained with respect to a Serviced Whole Loan) any such remittance required to be made by the Special Servicer on the day such remittance is required to be made under the Pooling and Servicing Agreement; provided, however, that the failure of the Special Servicer to remit such remittance to the Master Servicer will not be an Event of Default if such failure is remedied within one business day and if the Special Servicer has compensated the Master Servicer for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer and reimbursed the Trust for any resulting advance interest due to the Master Servicer; (c) any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (45 days in the case of a failure to pay the premium for any insurance policy required to be force-placed by Master Servicer pursuant to the Pooling and Servicing Agreement, 15 days for any other insurance premium, or 15 days in the case of a failure to pay any real estate taxes, assessments or similar items required to be paid under the Pooling and Servicing Agreement) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to the related Pooling and Servicing Agreement, by any affected holder of a Serviced Pari Passu Loan or Serviced B Note or the Certificateholders of any class, evidencing, as to that class, percentage interests aggregating not less than 25%; provided, however, if that failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 15-, 30- or 45-day period will be extended an additional 30 days; (d) any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement which materially and adversely affects the interests of any class of Certificateholders or any affected holder of a Serviced Pari Passu Loan or Serviced B Note and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor and the Trustee by any affected holder of a related Serviced Pari Passu Loan or Serviced B Note or the holders of Certificates of any class evidencing, as to that class, percentage interests aggregating not less than 25%; provided, however, if that breach is capable of being cured and the S-178 Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days; (e) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations; (f) the Trustee has received written notice from Fitch that the continuation of the Master Servicer or the Special Servicer in that capacity would result, or has resulted, in a downgrade or withdrawal of any rating then assigned by Fitch to any class of Certificates or any class of securities backed in whole or in part by a Serviced Pari Passu Loan; (g) the Master Servicer or the Special Servicer is removed from S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and either (a) not reinstated within 60 days of removal or (b) any of the ratings assigned to the Certificates or to any securities backed in whole or in part by a Serviced Pari Passu Loan are qualified, downgraded, or withdrawn in connection with such removal, whichever is earlier; and (h) the Master Servicer is no longer rated CMS3 or higher by Fitch or the equivalent or the Special Servicer is no longer rated CSS3 or higher by Fitch or its equivalent. RIGHTS UPON EVENT OF DEFAULT If an Event of Default occurs with respect to the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement, then, so long as the Event of Default remains unremedied, the Depositor or the Trustee will be authorized, and at the direction of Certificateholders entitled to not less than 51% of the Voting Rights (or, to the extent that it is affected by such Event of Default, a Serviced B Noteholder or the holder of a related Serviced Pari Passu Loan), the Trustee will be required, to terminate all of the rights (other than rights to indemnification under the Pooling and Servicing Agreement, and further subject to the provisions of the Pooling and Servicing Agreement) and obligations of the defaulting party as Master Servicer or Special Servicer, as applicable, under the Pooling and Servicing Agreement. If the initial Master Servicer is terminated due to an Event of Default, the Trustee will solicit bids for such servicing rights and deliver the proceeds net of expenses incurred by the Trustee of any resulting sale to the initial Master Servicer. If the initial Master Servicer is terminated, and no successor has accepted that appointment, then subject to the bid process described above, the Trustee will succeed to all of the responsibilities, duties and liabilities of the Master Servicer as described below. The Trustee, or the Master Servicer with respect to a termination of the Special Servicer, will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as Master Servicer or Special Servicer, as applicable, under the Pooling and Servicing Agreement and will be entitled to similar compensation arrangements. If the Trustee is unwilling or unable so to act, it may (or, at the written request of Certificateholders entitled to not less than 51% of the Voting Rights, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity that would not result in the downgrading, qualification or withdrawal of the ratings assigned to any class of Certificates by either of Fitch or S&P or any other applicable rating agency to act as successor to the Master Servicer or Special Servicer, as the case may be, under the Pooling and Servicing Agreement. Notwithstanding anything to the contrary contained in this section, if an event of default on the part of the Master Servicer affects only a Serviced B Note, a Serviced Pari Passu Loan or the Serviced Mortgage Loan, the Master Servicer shall not be terminated but, at the direction of the Trustee (acting at the direction of certain holders of the related Serviced B Note, the related Serviced Pari Passu Loan or the Serviced Mortgage Loan, as applicable), must appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan. No Certificateholder, Serviced B Noteholder or holder of a related Serviced Pari Passu Loan will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Certificates or the Pooling and Servicing Agreement unless such holder previously has given to the Trustee written notice of default and the continuance of the default and unless the holders of Certificates of any S-179 class evidencing not less than 25% of the aggregate Percentage Interests constituting the class have made written request upon the Trustee to institute a proceeding in its own name (as Trustee) and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days after receipt of the request and indemnity has neglected or refused to institute the proceeding. However, the Trustee will be under no obligation to exercise any of the trusts or powers vested in it by the Pooling and Servicing Agreement or to institute, conduct or defend any related litigation at the request, order or direction of any of the Certificateholders, unless the Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred as a result. AMENDMENT The Pooling and Servicing Agreement may be amended by the parties thereto, without the consent of any of the holders of Certificates (or any Serviced B Noteholder or holder of a related Serviced Pari Passu Loan): (a) to cure any ambiguity; (b) to cause the provisions therein to conform or be consistent with or in furtherance of the statements herein made with respect to the Certificates, the trust or the Pooling and Servicing Agreement (provided, however, that the Trustee has received an opinion of counsel to the effect that such action will not adversely affect any holder of a related Serviced Pari Passu Loan or Serviced B Note (the cost of which will not be an expense of the Master Servicer) or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error; (c) to change the timing and/or nature of deposits in the Certificate Account, the separate custodial accounts maintained with respect to a Serviced Whole Loan, the Distribution Account or the REO Account, provided that (A) the Servicer Remittance Date shall in no event be later than the related Distribution Date, (B) the change would not adversely affect in any material respect the interests of any Certificateholder or any holder of a related Serviced Pari Passu Loan or Serviced B Note, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment or at the expense of the trust if the amendment is requested by the Trustee on behalf of the trust or the Certificateholders) and (C) the change would not result in the downgrading, qualification or withdrawal of the then-current ratings assigned (i) by S&P and Fitch to any class of Certificates and (ii) by the applicable rating agencies to any class of securities, backed in whole or in part by a Serviced Pari Passu Loan, as evidenced by a letter from each of S&P and Fitch, and each such applicable rating agency; (d) to modify, eliminate or add to any of its provisions (A) to the extent as will be necessary to maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, to maintain the grantor trust portion of the trust fund as a grantor trust or to avoid or minimize the risk of imposition of any tax on the trust fund; provided, that the Trustee has received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain qualification or to avoid or minimize the risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates or any holder of a related Serviced Pari Passu Loan or Serviced B Note or (B) to restrict the transfer of the Residual Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Residual Certificates to a non-permitted transferee. See "Certain Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates, " "--Taxation of Residual Certificates--Tax-Related Restrictions on Transfer of Residual Certificates" in the prospectus; (e) to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement which shall not be inconsistent with the Pooling and Servicing Agreement or any other change; provided, that the required action will not adversely affect in any material respect the interests of any Certificateholder or any holder of a related Serviced Pari Passu Loan or Serviced B Note (unless the affected Certificateholder or such holder of a Serviced Pari Passu Loan or Serviced B Note consents in writing to such amendment), as evidenced by either an opinion of counsel to such effect or written confirmation that the change would not result in the downgrading, qualification or withdrawal of the ratings assigned (i) by S&P and Fitch to any class of Certificates and (ii) by the applicable rating agencies to any class of securities, backed in whole or in part by a Serviced Pari Passu Loan, as evidenced by a letter from each of S&P and Fitch, and each such applicable rating agency; or S-180 (f) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned (i) by S&P and Fitch to each class of Certificates and (ii) by the applicable rating agencies to each class of securities, backed in whole or in part by a Serviced Pari Passu Loan, as evidenced by written confirmation that the change would not result in the downgrading, qualification or withdrawal of the then-current ratings assigned by S&P and Fitch and such applicable rating agency. The Pooling and Servicing Agreement may also be amended by the parties thereto with the consent of the holders of Certificates of each class affected thereby evidencing, in each case, not less than 662/3% of the aggregate Percentage Interests constituting the class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the holders of the Certificates, except that the amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the mortgage loans which are required to be distributed on a Certificate of any class without the consent of the holder of that Certificate or which are required to be distributed to any holder of a related Serviced Pari Passu Loan or Serviced B Note, without the consent of such holder of a related Serviced Pari Passu Loan or Serviced B Note, (2) reduce the aforesaid percentage of Certificates of any class the holders of which are required to consent to the amendment without the consent of the holders of all Certificates of that class then outstanding, (3) adversely affect the Voting Rights of any class of Certificates or voting rights of any holder of a related Serviced Pari Passu Loan or Serviced B Note or (4) amend the Servicing Standard without the consent of the holders of all Certificates of the classes then outstanding and the consent of each holder of a related Serviced Pari Passu Loan or Serviced B Note. Notwithstanding the foregoing, the Trustee will not be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an opinion of counsel (at the trust fund's expense) to the effect that the amendment is permitted under the Pooling and Servicing Agreement and that the amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of a tax on any portion of the trust fund or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or cause the grantor trust portion of the trust fund to fail to qualify as a grantor trust. RIGHTS OF THE HOLDER OF THE 1301 FANNIN B NOTE Consultation and Consent. Any decision to be made with respect to the 1301 Fannin Whole Loan which requires the approval of the Directing Certificateholder or otherwise requires approval by the 1301 Fannin Controlling Holder under the related intercreditor agreement will, so long as a 1301 Fannin Control Appraisal Event (as defined in this prospectus supplement) has not occurred and is continuing, require the written consent of the 1301 Fannin Controlling Holder (as defined in this prospectus supplement): (A) any modification or amendment of or waiver of any term of the related mortgage loan documents that would result in the extension of the applicable maturity date, a reduction of the applicable mortgage rate or monthly payment, or any prepayment premium, exit fee or yield maintenance charge, or a deferral or forgiveness of interest on or principal of the 1301 Fannin Whole Loan, a modification or waiver of any other monetary term of the 1301 Fannin Whole Loan relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provision which restricts the related borrower from incurring additional indebtedness or from transferring the Mortgaged Property or equity interests in the borrower; (B) the waiver of any "due-on-sale" clause and/or "due-on-encumbrance" clause (unless such exercise is reasonably likely to result in successful legal action by the related borrower); (C) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of any related Mortgaged Property if the 1301 Fannin Whole Loan should become a specially serviced loan and continue in default or any acquisition of such related Mortgaged Property by deed in lieu of foreclosure; (D) any proposed or actual sale of the related REO Property or the 1301 Fannin Whole Loan (other than in connection with exercise of the fair value purchase option, the termination of the trust fund S-181 pursuant to the Pooling and Servicing Agreement, or the purchase of the 1301 Fannin Mortgage Loan by the related Mortgage Loan Seller under the Pooling and Servicing Agreement and/or the Purchase Agreement by reason of a breach of a representation or warranty or a document defect); (E) any release of the related borrower, any guarantor or other obligor from liability; (F) any modification or amendment of, or waiver of any term of the 1301 Fannin Whole Loan that would result in a discounted pay-off; (G) any determination to bring any related Mortgaged Property, which has become an REO Property, into compliance with applicable environmental laws or to otherwise address hazardous materials located at such property; (H) any substitution or release of collateral or acceptance of additional collateral for the 1301 Fannin Whole Loan (other than any release made in connection with the grant of a non-material easement or right-of-way or other non-material release such as a "curb-cut") unless required by the related mortgage loan documents; (I) any adoption or approval of a plan in a bankruptcy of the borrower; (J) any termination or consent to termination of the related property manager of the 1301 Fannin Whole Loan or a change in any franchise arrangement related to the 1301 Fannin Whole Loan; (K) consenting to the execution, termination, material modification (including any arrangements with any anchor tenant) or renewal of any lease in excess of 5% of the total square footage or 30,000 total square feet at the 1301 Fannin Mortgaged Property (to the extent the extent lender has a right to consent to same); (L) any renewal or replacement of the then-existing insurance policies (to the extent the mortgagee's approval is required under the related mortgage loan documents) not in compliance with the loan documents or any waiver, modification or amendment of any insurance requirements under the related mortgage loan documents; (M) any acceptance of an assumption agreement releasing a borrower from liability under the 1301 Fannin Mortgage Loan; or (N) consenting to major renovations of the 1301 Fannin Mortgaged Property (to the extent the mortgagee has the right to consent to same). Notwithstanding the foregoing, no advice, direction or objection given or made by the 1301 Fannin B Noteholder, as contemplated by either of the two proceeding paragraphs, shall require or cause the Master Servicer or the Special Servicer to violate any other provision of the Pooling and Servicing Agreement (including the Master Servicer's and the Special Servicer's obligation to act in accordance with the Servicing Standard) the related mortgage loan documents or the REMIC provisions of the Code or violate any other provisions of the Pooling and Servicing Agreement or the related mortgage loan documents. In the event that the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the holders of the 1301 Fannin Whole Loan (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may take any such action without waiting for the instruction of the holders of 1301 Fannin Whole Loan. Each Certificateholder agrees and acknowledges that the 1301 Fannin B Noteholder may take or refrain from taking actions that favor the interests of the 1301 Fannin B Noteholder over the Certificateholders and that the 1301 Fannin B Noteholder may have interests that conflict with the interests of the Certificateholders and, absent willful misfeasance, bad faith or gross negligence on the part of the 1301 Fannin B Noteholder, each Certificateholder hereby agrees to take no action against the 1301 Fannin B Noteholder as a result of such a special relationship or conflict, and that the 1301 Fannin B Noteholder will not be deemed to have been grossly negligent, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting solely in the interests of itself. If a 1301 Fannin Control Appraisal Event has occurred and is continuing, then the 1301 Fannin B Noteholder will not be entitled to exercise any of the rights and powers described in this section with S-182 respect to the 1301 Fannin Whole Loan and, instead, the Directing Certificateholder or its designee will be entitled to exercise those rights and powers with respect to the 1301 Fannin Whole Loan. Cure Rights. In the event that the borrower fails to make any payment of principal or interest on the 1301 Fannin Whole Loan, resulting in a monetary event of default, the 1301 Fannin B Noteholder 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 1301 Fannin B Noteholder also has the right to cure certain non-monetary events of default. Notwithstanding the foregoing pursuant to the terms of the 1301 Fannin Intercreditor Agreement, the 1301 Fannin B Noteholder 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. In the event that the 1301 Fannin Mortgage Loan becomes a Specially Serviced Mortgage Loan (or an event of default has occurred and is continuing), the holder of the 1301 Fannin B Note will have an option to purchase the 1301 Fannin Mortgage Loan from the Trust Fund at a price generally equal to the unpaid principal balance of the 1301 Fannin Mortgage Loan, plus accrued and unpaid interest on such balance, any applicable liquidation fee, any other amounts due under the 1301 Fannin Mortgage Loan, all related unreimbursed Servicing Advances together with accrued and unpaid interest on all Advances and any recovered costs not previously reimbursed to the 1301 Fannin A Noteholder. Termination of the Special Servicer. The 1301 Fannin B Noteholder will be entitled to terminate the Special Servicer with respect to the special servicing of the 1301 Fannin Whole Loan at any time, with or without cause, and to appoint a replacement special servicer and if such holders (or their designees) cannot agree with respect to the termination and appointment of a successor special servicer within 30 days, then at the direction of the Directing Certificateholder, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement. RIGHTS OF THE HOLDER OF THE OGLETHORPE MALL PARI PASSU LOAN Right to Exercise the Rights of the Directing Certificateholder in the Pooling and Servicing Agreement with Respect to the Oglethorpe Mall Whole Loan. Any decision to be made with respect to the Oglethorpe Mall Whole Loan which requires the approval of the Directing Certificateholder or otherwise requires approval under the related intercreditor agreement will require the approval of the holders of the Oglethorpe Mall Whole Loan (or their designees) then holding a majority of the outstanding principal balance of the Oglethorpe Mall Whole Loan. If the holders of the Oglethorpe Mall Whole Loan (or their designees) then holding a majority of the outstanding principal balance of the Oglethorpe Mall Whole Loan are not able to agree on a course of action that satisfies the Servicing Standard within 45 days (or such shorter period as may be required by the mortgage loan documents to the extent the lender's approval is required) after receipt of a request for consent to any action by the Master Servicer or the Special Servicer, as applicable, the Directing Certificateholder will be entitled to direct the Master Servicer or the Special Servicer, as applicable, on a course of action to follow that satisfies the requirements set forth in the Pooling and Servicing Agreement (provided that such action does not violate the Servicing Standard or another provision of the Pooling and Servicing Agreement, the Oglethorpe Mall Whole Loan or any applicable REMIC provisions), and the Master Servicer or the Special Servicer, as applicable, will be required to implement the course of action in accordance with the Servicing Standard. Pursuant to the Pooling and Servicing Agreement and related intercreditor agreement, each holder of the Oglethorpe Mall Whole Loan may consult separately with the Master Servicer or the Special Servicer, as applicable, about a particular course of action. Except as described in the second sentence of this paragraph, the noteholders then holding a majority of the outstanding principal balance of the Oglethorpe Mall Whole Loan will be entitled to approve the following: (A) any modification or waiver of any term of the related mortgage loan documents that would result in the extension of the applicable maturity date, a reduction of the applicable mortgage rate or monthly payment, that relates to any exit fee, prepayment premium or yield maintenance charge, or a deferral or forgiveness of interest on or principal of the Oglethorpe Mall Whole Loan, a modification or waiver of any other monetary term of the Oglethorpe Mall Whole Loan relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provision which restricts the related borrower from incurring additional indebtedness or from transferring any related Mortgaged Property; S-183 (B) the waiver of any "due-on-sale" clause and/or "due-on-encumbrance" clause (unless such clause is not exercisable under the applicable law or such exercise is reasonably likely to result in successful legal action by the related borrower); (C) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the Mortgaged Property if the Oglethorpe Mall Whole Loan should become a specially serviced loan and continue in default or any acquisition of such related Mortgaged Property by deed in lieu of foreclosure; (D) any proposed or actual sale of the REO Property or the Oglethorpe Mall Whole Loan (other than in connection with exercise of the fair value purchase option, the termination of the trust fund pursuant to the Pooling and Servicing Agreement, or the purchase of the Oglethorpe Mall Mortgage Loan by the related Mortgage Loan Seller under the Pooling and Servicing Agreement and/or the Purchase Agreement by reason of a breach of a representation or warranty or a document defect); (E) any release of the related borrower, any guarantor or other obligor from liability; (F) any modification or amendment of, or waiver of any term of the Oglethorpe Mall Whole Loan that would result in a discounted pay-off; (G) any action to bring the Mortgaged Property, or REO Property, into compliance with applicable environmental laws or to otherwise address hazardous materials located at the Mortgaged Property; (H) any substitution or release of collateral or acceptance of additional collateral for the Oglethorpe Mall Whole Loan (other than any release made in connection with the grant of a non-material easement or right-of-way or other non-material release such as a "curb-cut") unless required by the related mortgage loan documents; (I) any adoption or approval of a plan in a bankruptcy of the borrower; (J) any consent to the execution of a new lease, the amendment, modification, waiver or termination of any major lease to the extent lender's approval is required under the mortgage loan documents; or (K) any renewal or replacement of the then-existing insurance policies (to the extent the lender's approval is required under the related mortgage loan documents) or any waiver, modification or amendment of any insurance requirements under the related mortgage loan documents. Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove, an action of, the Special Servicer or the Master Servicer by the holders of the Oglethorpe Mall Whole Loan, in no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the Servicing Standard, violate the REMIC provisions of the Code or violate any other provisions of the Pooling and Servicing Agreement or the related mortgage loan documents. In the event that the Master Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the holders of the Oglethorpe Mall Whole Loan (as a collective whole), the Master Servicer or the Special Servicer, as applicable, may take any such action without waiting for the instruction of the holders of Oglethorpe Mall Whole Loan. Sale of Defaulted Mortgage Loan. Under the Pooling and Servicing Agreement, if the Oglethorpe Mall Mortgage Loan is subject to a fair value purchase option, the Special Servicer will be required to determine the purchase price for the Oglethorpe Mall Mortgage Loan and the Oglethorpe Mall Pari Passu Loan. Each option holder specified in "--Sale of Defaulted Mortgage Loans" of this prospectus supplement will have an option to purchase the Oglethorpe Mall Mortgage Loan and each holder of a Oglethorpe Mall Pari Passu Loan (or its designees) will have an option to purchase its respective Oglethorpe Mall Pari Passu Loan, at the purchase price determined by the Special Servicer under the Pooling and Servicing Agreement. Termination of the Master Servicer. If an Event of Default has occurred with respect to the Master Servicer under the Pooling and Servicing Agreement, which Event of Default relates to the Oglethorpe Mall Whole Loan or, if the Certificates issued under the Pooling and Servicing Agreement or any securities issued S-184 under any other pooling and servicing agreement as to which a Oglethorpe Mall Pari Passu Loan is subject, have been qualified, withdrawn or downgraded (or placed on "watchlist" status) because of the actions of the Master Servicer with respect to the Oglethorpe Mall Whole Loan, then the holder of the Oglethorpe Mall Mortgage Loan (or its designee (which designee for the trust fund created pursuant to the Pooling and Servicing Agreement will be the Directing Certificateholder)) or any holder of a Oglethorpe Mall Pari Passu Loan will be entitled to direct the Trustee to appoint a sub-servicer with respect to the Oglethorpe Mall Portfolio Whole Loan (or, if the related Serviced Whole Loan is currently being sub-serviced to replace, within 45 days of the Trustee's request, the then current sub-servicer with a new sub-servicer). Termination of the Special Servicer. The noteholder holding a majority of the outstanding principal balance of the Oglethorpe Mall Whole Loan will be entitled to terminate the Special Servicer with respect to the special servicing of the Oglethorpe Mall Whole Loan at any time, with or without cause, and to appoint a replacement special servicer and if such holders (or their designees) cannot agree with respect to the termination and appointment of a successor special servicer within 45 days, then at the direction of the Directing Certificateholder, subject to satisfaction of the conditions contained in the Pooling and Servicing Agreement. RIGHTS OF THE HOLDERS OF THE MEZZ CAP B NOTES Consent Rights. In general, the written approval of, the holder of the related Mezz Cap B Note will be required for material approvals and certain other actions with respect to the related Mezz Cap Whole Loan and related mortgaged property, including the following: o increasing the interest rate or the principal amount of the related Mezz Cap Mortgage Loan or increasing in any material respect the related borrower's monetary obligations; o decreasing the interest or principal amount of the related Mezz Cap B Note; o shortening the scheduled maturity date of the related Mezz Cap Mortgage Loan; o accepting any additional collateral for the related Mezz Cap Mortgage Loan unless such collateral also secures the related Mezz Cap B Note; o releasing the lien of the mortgage securing the related Mezz Cap B Note; or o modifying any prepayment or defeasance provision of the related Mezz Cap Mortgage Loan in a manner materially adverse to the holder of the related Mezz Cap B Note. Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove an action of, the Special Servicer or the Master Servicer by the noteholders then holding a majority of the outstanding principal balance of the related Mezz Cap B Note, in no event will the Special Servicer or the Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the servicing standard, violate the REMIC provisions of the Code or violate any other provisions of the Pooling and Servicing Agreement or the related mortgage loan documents. The consent rights of the holder of the related Mezz Cap B Note will be eliminated at the time the right of the holder of the related Mezz Cap B Note to purchase the related Mezz Cap Mortgage Loan, as described below, has expired. Purchase Option. The holder of the related Mezz Cap B Note has the option of purchasing the related Mezz Cap Mortgage Loan from the trust at any time that (i) any payment of principal or interest on either or both of the related Mezz Cap Mortgage Loan or the related Mezz Cap B Note become 90 or more days delinquent, (ii) the principal balance of the related Mezz Cap Mortgage Loan and/or the related Mezz Cap B Note has been accelerated, (iii) the principal balance of either or both of the related Mezz Cap Mortgage Loan or the related Mezz Cap B Note is not paid at maturity, (iv) the related borrower files a petition for bankruptcy or is otherwise the subject of a bankruptcy proceeding or (v) any other event where the cash flow payment under the related Mezz Cap B Note has been interrupted and the cash flow waterfall thereunder converted to sequential payments pursuant to the related intercreditor agreement. The purchase price will generally equal the outstanding principal balance of the related Mezz Cap Mortgage Loan, together with the accrued and unpaid interest thereon (excluding default interest); any S-185 unreimbursed advances, together with unreimbursed interest thereon, relating to the related Mezz Cap Mortgage Loan; any reasonable expenses incurred in enforcing the related Mezz Cap Whole Loan; any servicing fees, including special servicing compensation, and trustee's fees payable pursuant to the Pooling and Servicing Agreement; and any out of pocket expenses incurred by the trust or any servicer with respect to the related Mezz Cap Whole Loan. The purchase option will terminate if the holder of the related Mezz Cap B Note does not deliver a notice of exercise of the option generally within 30 days after the date the holder of the related Mezz Cap Mortgage Loan has delivered a notice of certain defaults under the related Mezz Cap Mortgage Loan and/or the related Mezz Cap B Note. Servicing of the Mezz Cap B Notes. The Pooling and Servicing Agreement and the related intercreditor agreement will govern the servicing and administration of the Mezz Cap Whole Loans and (and all decisions, consents, waivers, approvals and other actions on the part of the holder of each Mezz Cap Mortgage Loan or the related Mezz Cap B Note will be effected in accordance with the Pooling and Servicing Agreement), provided that upon the securitization of the related Mezz Cap B Note, the servicers under the related pooling and servicing agreement for the trust that then owns the related Mezz Cap B Note will be generally entitled to collect debt service payments from the related borrower. SERVICING OF THE NON-SERVICED MORTGAGE LOANS Rights of the Holders of the 125 West 55th Street Whole Loan General. Pursuant to the terms of the related intercreditor agreement, the four loans included in the 125 West 55th Street Whole Loan will be serviced and administered pursuant to the GECMC 2005-C2 Pooling and Servicing Agreement, which contains servicing provisions substantially similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard, o Wells Fargo Bank, N.A., which is the trustee under the GECMC 2005-C2 Pooling and Servicing Agreement (the "GECMC 2005-C2 Trustee" will, in that capacity, be the mortgagee of record with respect to the mortgaged properties securing the 125 West 55th Street Whole Loan; o GEMSA Loan Services, L.P., which is the master servicer under the GECMC 2005-C2 Pooling and Servicing Agreement (the "GECMC 2005-C2 Master Servicer", will, in that capacity, be the master servicer for the 125 West 55th Street Whole Loan under the GECMC 2005-C2 Pooling and Servicing Agreement, however, P&I Advances with respect to the 125 West 55th Street Mortgage Loan will be made by the Master Servicer or the Trustee, as described in "Description of the Certificates--Advances" in the prospectus supplement; o LNR Partners, Inc., which is the special servicer of the 125 West 55th Street Whole Loan under the GECMC 2005-C2 Pooling and Servicing Agreement (the "GECMC 2005-C2 Special Servicer"), will, in that capacity, be the special servicer for the 125 West 55th Street Mortgage Loan under the GECMC 2005-C2 Pooling and Servicing Agreement; and the Master Servicer, the Special Servicer and the Trustee under the Pooling and Servicing Agreement for this transaction will have no obligation or authority to supervise the GECMC 2005-C2 Master Servicer, the GECMC 2005-C2 Special Servicer or the GECMC 2005-C2 Trustee or to make servicing advances with respect to the 125 West 55th Street Whole Loan. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certificateholders with respect to the 125 West 55th Street Mortgage Loan is dependent on its receipt of the corresponding information and collections from the GECMC 2005-C2 Master Servicer or the GECMC 2005-C2 Special Servicer, as applicable. Consultation and Consent. Any decision to be made with respect to the 125 West 55th Street Whole Loan which requires the approval of the directing certificateholder under the GECMC 2005-C2 Pooling and Servicing Agreement or otherwise requires approval under the related intercreditor agreement will require the approval of the holders of the 125 West 55th Street Whole Loan (or their designees) then holding a majority of the outstanding principal balance of the 125 West 55th Street Whole Loan. If noteholders (or their designees) then holding a majority of the outstanding principal balance of the 125 West 55th Street Whole Loan are not able to agree on a course of action that satisfies the servicing standard under the GECMC 2005-C2 Pooling and Servicing Agreement within 30 days (or such shorter period as may be required by the S-186 mortgage loan documents to the extent the lender's approval is required) after receipt of a request for consent to any action by the GECMC 2005-C2 Master Servicer or the GECMC 2005-C2 Special Servicer, as applicable, the directing certificateholder under the GECMC 2005-C2 Pooling and Servicing Agreement will be entitled to direct the GECMC 2005-C2 Master Servicer or the GECMC 2005-C2 Special Servicer, as applicable, on a course of action to follow that satisfies the requirements set forth in the GECMC 2005-C2 Pooling and Servicing Agreement (provided that such action does not violate the Servicing Standard or another provision of the GECMC 2005-C2 Pooling and Servicing Agreement, the related loan documents or any applicable REMIC provisions), and the GECMC 2005-C2 Master Servicer or the GECMC 2005-C2 Special Servicer, as applicable, will be required to implement the course of action in accordance with the servicing standard set forth in the GECMC 2005-C2 Pooling and Servicing Agreement. Pursuant to the GECMC 2005-C2 Pooling and Servicing Agreement and related intercreditor agreement, each holder of the 125 West 55th Street Whole Loan may consult separately with the GECMC 2005-C2 Master Servicer or the GECMC 2005-C2 Special Servicer, as applicable, about a particular course of action. Except as described in the second sentence of this paragraph, the noteholders then holding a majority of the outstanding principal balance of the 125 West 55th Street Whole Loan will be entitled to approve certain actions as provided in the related intercreditor agreement. Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove, an action of, the GECMC 2005-C2 Special Servicer or the GECMC 2005-C2 Master Servicer by the holders of the 125 West 55th Street Whole Loan, in no event will the GECMC 2005-C2 Special Servicer or the GECMC 2005-C2 Master Servicer be required to take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the servicing standard under the GECMC 2005-C2 Pooling and Servicing Agreement, violate the REMIC provisions of the Code or violate any other provisions of the GECMC 2005-C2 Pooling and Servicing Agreement or the related mortgage loan documents. In the event that the GECMC 2005-C2 Master Servicer or the GECMC 2005-C2 Special Servicer determines that immediate action is necessary to protect the interests of the noteholders (as a collective whole), the applicable servicer may take any such action without waiting for the instruction of the holders of 125 West 55th Street Whole Loan. Termination of the GECMC 2005-C2 Special Servicer. The noteholder holding a majority of the outstanding principal balance of the 125 West 55th Street Whole Loan will be entitled to terminate the GECMC 2005-C2 Special Servicer with respect to the special servicing of the 125 West 55th Street Whole Loan at any time, with or without cause, and to appoint a replacement GECMC 2005-C2 Special Servicer and if such holders (or their designees) cannot agree with respect to the termination and appointment of a successor GECMC 2005-C2 Special Servicer within 30 days, then at the direction of the GECMC 2005-C2 Directing Certificateholder, subject to satisfaction of the conditions contained in the GECMC 2005-C2 Pooling and Servicing Agreement. Rights of the Holders of the Loews Universal Hotel Portfolio Whole Loan General. Pursuant to the terms of the related intercreditor agreement, the seven loans included in the Loews Universal Hotel Portfolio Whole Loan will be serviced and administered pursuant to the Series 2005-CIBC12 Pooling and Servicing Agreement, which contains servicing provisions substantially similar to, but not necessarily identical with, the provisions of the Pooling and Servicing Agreement. In that regard, o LaSalle Bank National Association, which is the trustee under the Series 2005-CIBC12 Pooling and Servicing Agreement (the "Series 2005-CIBC12 Trustee" will, in that capacity, be the mortgagee of record with respect to the mortgaged properties securing the Loews Universal Hotel Portfolio Whole Loan; o GMAC Commercial Mortgage Corporation, which is the master servicer under the Series 2005-CIBC12 Pooling and Servicing Agreement (the "Series 2005-CIBC12 Master Servicer", will, in that capacity, be the master servicer for the Loews Universal Hotel Portfolio Whole Loan under the Series 2005-CIBC12 Pooling and Servicing Agreement, however, P&I Advances with respect to the Loews Universal Hotel Portfolio Mortgage Loan will be made by the Master Servicer or the Trustee, as described in "Description of the Certificates--Advances" in the prospectus supplement; S-187 o J.E. Robert Company, Inc., which is the special servicer of the Loews Universal Hotel Portfolio Whole Loan under the Series 2005-CIBC12 Pooling and Servicing Agreement (the "Series 2005-CIBC12 Special Servicer"), will, in that capacity, be the special servicer for the Loews Universal Hotel Portfolio Mortgage Loan under the Series 2005-CIBC12 Pooling and Servicing Agreement; and the Master Servicer, the Special Servicer and the Trustee under the Pooling and Servicing Agreement for this transaction will have no obligation or authority to supervise the Series 2005-CIBC12 Master Servicer, the Series 2005-CIBC12 Special Servicer or the Series 2005-CIBC12 Trustee or to make servicing advances with respect to the Loews Universal Hotel Portfolio Whole Loan. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certificateholders with respect to the Loews Universal Hotel Portfolio Mortgage Loan is dependent on its receipt of the corresponding information and collections from the Series 2005-CIBC12 Master Servicer or the Series 2005-CIBC12 Special Servicer, as applicable. Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Senior Loans. The "Class UHP Certificates" is comprised of the Class of Certificates issued under the Series 2005-CIBC12 Pooling and Servicing Agreement. This Class is backed by the Loews Universal Hotel Portfolio B Notes. The Class UHP Directing Certificateholder will be entitled to exercise the rights and powers granted to the holder of the Loews Universal Hotel Portfolio B Notes under the Series 2005-CIBC12 Pooling and Servicing Agreement and the related intercreditor agreement, as described below under "--Consultation and Consent"; provided, that in no event will such rights and powers be exercised by the Class UHP Directing Certificateholder at any time it is an affiliate of the related borrower. The "Class UHP Directing Certificateholder" means the Majority B Noteholder Designee, as designated by the Majority B Noteholders. The "Class UHP Certificates" means the designated classes of certificates issued under the Series 2005-CIBC12 Pooling and Servicing Agreement backed by the Loews Universal Hotel Portfolio B Notes. Following the occurrence and during the continuance of a Loews Universal Hotel Portfolio Control Appraisal Event, the Class UHP Directing Certificateholder will not be entitled to exercise any of these rights, and any decision to be made with respect to the Loews Universal Hotel Portfolio Whole Loan that requires the approval of the majority certificateholder of the controlling class under the Series 2005-CIBC12 Pooling and Servicing Agreement or otherwise requires approval under the related intercreditor agreement will require the approval of the holders of the Loews Universal Hotel Portfolio Senior Loans (or their designees) then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Senior Loans. If the holders of the Loews Universal Hotel Portfolio Senior Loans (or their designees) then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Senior Loans are not able to agree on a course of action that satisfies the servicing standard set forth in the Series 2005-CIBC12 Pooling and Servicing Agreement within 45 days after receipt of a request for consent to any action by the Series 2005-CIBC12 Servicer or the Series 2005-CIBC12 Special Servicer, as applicable, the majority certificateholder of the controlling class under the Series 2005-CIBC12 Pooling and Servicing Agreement will be entitled to direct the Series 2005-CIBC12 Servicer or the Series 2005-CIBC12 Special Servicer, as applicable, on a course of action to follow that satisfies the requirements set forth in the Series 2005-CIBC12 Pooling and Servicing Agreement (including that such action does not violate the related servicing standard, any applicable REMIC provisions or another provision of the Series 2005-CIBC12 Pooling and Servicing Agreement or the Loews Universal Hotel Portfolio Whole Loan), and the Series 2005-CIBC12 Servicer or the Series 2005-CIBC12 Special Servicer, as applicable, will be required to implement the course of action in accordance with the related servicing standard and the REMIC provisions. In the event that the Series 2005-CIBC12 Special Servicer determines that immediate action is necessary to protect the interests of the holders of the Loews Universal Hotel Portfolio Whole Loan (as a collective whole), the Series 2005-CIBC12 Special Servicer may take any such action without waiting for the instruction of the holders of Loews Universal Hotel Portfolio Senior Loans. A "Loews Universal Hotel Portfolio Control Appraisal Event" will be deemed to have occurred and be continuing if (i) the initial principal balance of the Loews Universal Hotel Portfolio B Notes, as reduced by any payments of principal (whether as scheduled amortization, principal prepayments or otherwise) S-188 allocated to the Loews Universal Hotel Portfolio B Notes and any appraisal reduction amounts and realized losses allocated to the Loews Universal Hotel Portfolio B Notes, is less than 25% of the initial principal balance of the Loews Universal Hotel Portfolio B Notes, as reduced by any payments of principal (whether as scheduled amortization, principal prepayments or otherwise allocated to the Loews Universal Hotel Portfolio B Notes) or (ii) if the Class UHP Directing Certificateholder is an affiliate of the related borrower. Consultation and Consent. Unless a Loews Universal Hotel Portfolio Control Appraisal Event has occurred and is continuing: (i) the Series 2005-CIBC12 Servicer or the Series 2005-CIBC12 Special Servicer, as the case may be, will be required to consult with the Class UHP Directing Certificateholder upon the occurrence of any event of default for the Loews Universal Hotel Portfolio Whole Loan under the related Mortgage Loan Documents, to consider alternative actions recommended by the Class UHP Directing Certificateholder and to consult with the Class UHP Directing Certificateholder with respect to certain determinations made by the Series 2005-CIBC12 Special Servicer pursuant to the Series 2005-CIBC12 Pooling and Servicing Agreement, (ii) at any time (whether or not an event of default for such Whole Loan under the related Mortgage Loan Documents has occurred) the Series 2005-CIBC12 Servicer and the Series 2005-CIBC12 Special Servicer will be required to consult with the Class UHP Directing Certificateholder (1) with respect to proposals to take any significant action with respect to the Loews Universal Hotel Portfolio Whole Loan and the related Mortgaged Property and to consider alternative actions recommended by the Class UHP Directing Certificateholder and (2) to the extent that the related Mortgage Loan Documents grant the lender the right to approve budgets for the related Mortgaged Property, prior to approving any such budget and (iii) prior to taking any of the following actions with respect to the Loews Universal Hotel Portfolio Whole Loan, the Series 2005-CIBC12 Servicer and the Series 2005-CIBC12 Special Servicer will be required to notify in writing the Class UHP Directing Certificateholder of any proposal to take any of such actions (and to provide the Class UHP Directing Certificateholder with such information reasonably requested as may be necessary in the reasonable judgment of the Class UHP Directing Certificateholder in order to make a judgment, the expense of providing such information to be an expense of the requesting party) and to receive the written approval of the Class UHP Directing Certificateholder (which approval may be withheld in its sole discretion and will be deemed given if notice of approval or disapproval is not delivered within ten business days of delivery to the Class UHP Directing Certificateholder of written notice of the applicable action, together with information reasonably requested by the Class UHP Directing Certificateholder) with respect to: o any modification or amendment of, or waiver with respect to, the Loews Universal Hotel Portfolio Whole Loan or the Mortgage Loan Documents that would result in the extension of the applicable maturity date, a reduction in the applicable mortgage rate borne thereby or the monthly payment, or any prepayment premium, exit fee or yield maintenance charge payable thereon or a deferral or forgiveness of interest on or principal of the Loews Universal Hotel Portfolio Whole Loan, modification or waiver of any other monetary term of the Loews Universal Hotel Portfolio Whole Loan relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provisions of the Loews Universal Hotel Portfolio Whole Loan that restricts the borrower from incurring additional indebtedness or from transferring the related Mortgaged Property or any transfer of direct or indirect equity interests in the borrower; o any modification or amendment of, or waiver with respect to the related Mortgage Loan Documents that would result in a discounted pay-off; o any foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of the related Mortgaged Property securing such specially serviced mortgage loan or any acquisition of the related Mortgaged Property by deed in lieu of foreclosure; o any proposed or actual sale of the related Mortgaged Property, the related REO property or mortgage loan (other than in connection with the exercise of the fair value purchase option or the purchase option described below under "--Purchase Option," the termination of the Trust or the purchase by a Mortgage Loan Seller of a Mortgage Loan in connection with a breach of a representation or a warranty or a document defect); o any release of the related borrower, any guarantor or other obligor from liability; S-189 o any determination not to enforce a "due-on-sale" or "due-on-encumbrance" clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the related borrower); o any action to bring the related Mortgaged Property or related REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the Mortgaged Property or REO property; o any substitution or release of collateral or acceptance of additional collateral for such Whole Loan including the release of additional collateral for such Whole Loan unless required by the underlying Mortgage Loan Documents (other than any release made in connection with the grant of a non-material easement or right-of-way or other non-material release such as a "curb-cut"); o any adoption or approval of a plan in a bankruptcy of the related borrower; o consenting to the modification, execution, termination or renewal of any lease, or entering into a new lease, in each case, to the extent the lender's approval is required under the related Mortgage Loan Documents; o any renewal or replacement of the then-existing insurance policies (to the extent the lender's approval is required under the related Mortgage Loan Documents) or any waiver, modification or amendment of any insurance requirements under the related Mortgage Loan Documents; and o any consent, waiver or approval with respect to any change in the property manager at the related Mortgaged Property. Such rights will terminate and will be exercised by the holders of the Loews Universal Hotel Portfolio Senior Loans (as described above) at any time that a Loews Universal Hotel Portfolio Control Appraisal Event has occurred and is continuing. Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove an action of, the Series 2005-CIBC12 Special Servicer or the Series 2005-CIBC12 Servicer by the Class UHP Directing Certificateholder or noteholders then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Senior Loans, as applicable, in no event will the Series 2005-CIBC12 Special Servicer or the Series 2005-CIBC12 Servicer be required to take any action or refrain from taking any action that would violate any law of any applicable jurisdiction, be inconsistent with the related servicing standard, violate any REMIC provisions of the Code or violate any other provisions of the Series 2005-CIBC12 Pooling and Servicing Agreement or the related Mortgage Loan Documents. Notwithstanding anything herein to the contrary, the Controlling Class Representative and the holders of the Loews Universal Hotel Portfolio Pari Passu Loans (or their designees) will have the right to consult with the Series 2005-CIBC12 Servicer and the Series 2005-CIBC12 Special Servicer, at any time, regarding the Loews Universal Hotel Portfolio Whole Loan. Cure Rights. In the event that the borrower fails to make any payment of principal or interest on the Loews Universal Hotel Portfolio Loan, resulting in a monetary event of default, or a material non-monetary event of default exists that is capable of being cured within thirty days, the party designated by the majority holder of the Loews Universal Hotel Portfolio B Notes (in accordance with the related intercreditor agreement) will have the right to cure such event of default (each such cure, a "Loews Universal Hotel Portfolio Cure Event") subject to certain limitations set forth in the related intercreditor agreement; provided that the right of the holder of the Loews Universal Hotel Portfolio B Notes to effect a Loews Universal Hotel Portfolio Cure Event is subject to the limitation that there be no more than three consecutive Loews Universal Hotel Portfolio Cure Events and, no more than an aggregate of three Loews Universal Hotel Portfolio Cure Events in any twelve calendar month period and no more than nine Loews Universal Hotel Portfolio Cure Events during the term of the Loews Universal Hotel Portfolio Whole Loan. So long as the holder of the Loews Universal Hotel Portfolio B Notes is exercising its cure right, neither the Series 2005-CIBC12 Servicer nor the Series 2005-CIBC12 Special Servicer will be permitted to: o accelerate the Loews Universal Hotel Portfolio Whole Loan; S-190 o treat such event of default as such for purposes of transferring the Loews Universal Hotel Portfolio Whole Loan to special servicing; or o commence foreclosure proceedings. The party designated by the majority holder of the Loews Universal Hotel Portfolio B Notes will not be permitted to exercise any cure rights if the majority holder of the Loews Universal Hotel Portfolio B Notes is an affiliate of the related borrower. Purchase Option. So long as no Loews Universal Hotel Portfolio Control Appraisal Event exists, the Class UHP Directing Certificateholder has the option of purchasing the Loews Universal Hotel Portfolio Loan from the trust, together with the Loews Universal Hotel Portfolio Pari Passu Loans, at any time after the Loews Universal Hotel Portfolio Whole Loan becomes a specially serviced loan under the terms of the Series 2005-CIBC12 Pooling and Servicing Agreement as a result of an event that constitutes an event of default under the Loews Universal Hotel Portfolio Whole Loan, provided that no foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to any related Mortgaged Property has occurred and that the Loews Universal Hotel Portfolio Whole Loan has not become a corrected mortgage loan under the terms of the Series 2005-CIBC12 Pooling and Servicing Agreement. The purchase price required to be paid by the Class UHP Directing Certificateholder will generally equal the aggregate outstanding principal balance of the Loews Universal Hotel Portfolio Senior Loans, together with accrued and unpaid interest thereon (excluding default interest), any unreimbursed advances, together with unreimbursed interest thereon, relating to the Loews Universal Hotel Portfolio Whole Loan, and, if such purchase price is being paid more than 90 days after the event giving rise to the Class UHP Directing Certificateholder's purchase, a 1% liquidation fee (which will be paid to the Series 2005-CIBC12 Special Servicer). Sale of Defaulted Mortgage Loan. Under the Series 2005-CIBC12 Pooling and Servicing Agreement, if the Loews Universal Hotel Portfolio Loan that was deposited into the related securitization is subject to a fair value purchase option, the Series 2005-CIBC12 Special Servicer will be required to determine the purchase price for the other Loews Universal Hotel Portfolio Senior Loans. The Controlling Class Representative will have an option to purchase the Loews Universal Hotel Portfolio Loan and each holder of a Loews Universal Hotel Portfolio Pari Passu Loan (or its designees) will have an option to purchase its respective Loews Universal Hotel Portfolio Pari Passu Loan, at the purchase price determined by the Series 2005-CIBC12 Special Servicer under the Series 2005-CIBC12 Pooling and Servicing Agreement. Termination of the Series 2005-CIBC12 Servicer. Prior to the occurrence of a Loews Universal Hotel Portfolio Control Appraisal Event, if an event of default under the Series 2005-CIBC12 Pooling and Servicing Agreement occurs with respect to the Series 2005-CIBC12 Servicer that affects any holder of a certificate represented by a Loews Universal Hotel Portfolio B Notes or a holder of the Loews Universal Hotel Portfolio Pari Passu Loan that is not held by the trust related to the Series 2005-CIBC12 Pooling and Servicing Agreement or any class of securities backed thereby or the Certificateholders, and the Series 2005-CIBC12 Servicer is not otherwise terminated, then, the Class UHP Directing Certificateholder or any holder of a Loews Universal Hotel Portfolio Pari Passu Loan or the Controlling Class Representative shall be entitled to direct the Series 2005-CIBC12 Trustee to appoint, a successor servicer solely with respect to the Whole Loan. The successor servicer shall be selected by the holders of a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Whole Loan; provided, that, if a majority of such holders (or their respective designees) fail to agree on such successor servicer within 45 days, such appointment (or replacement) will be at the direction of the majority certificateholder of the controlling class under the Series 2005-CIBC12 Pooling and Servicing Agreement, provided, further, that if a Loews Universal Hotel Portfolio Control Appraisal Event exists, then the Class UHP Directing Certificateholder will not have the right to terminate the Series 2005-CIBC12 Servicer as specified above. Termination of Series 2005-CIBC12 Special Servicer. So long as no Loews Universal Hotel Portfolio Control Appraisal Event exists, the Class UHP Directing Certificateholder is permitted to terminate, at its expense, the Series 2005-CIBC12 Special Servicer for the Loews Universal Hotel Portfolio Whole Loan at any time with or without cause, and to appoint a replacement special servicer for the Loews Universal Hotel Portfolio Whole Loan, subject to satisfaction of the conditions contained in the Series 2005-CIBC12 Pooling S-191 and Servicing Agreement. If a Loews Universal Hotel Portfolio Control Appraisal Event exists, or if the Class UHP Directing Certificateholder is an affiliate of the related borrower, the holders of the Loews Universal Hotel Portfolio Senior Loans (or their designees) then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Senior Loans will be entitled to exercise this right and if such holders are not able to agree on such appointment and removal within 45 days after receipt of notice, then the majority certificateholder of the controlling class under the Series 2005-CIBC12 Pooling and Servicing Agreement will be entitled to appoint a replacement special servicer. Any successor special servicer will be required to have the rating specified in the related intercreditor agreement and such appointment will be subject to receipt of a "no downgrade" letter from the rating agencies. DESCRIPTION OF THE SWAP CONTRACT GENERAL On the Closing Date, the Depositor will transfer the Class A-3FL Regular Interest to the Trust Fund in exchange for the Class A-3FL Certificates, which will represent all of the beneficial interest in the portion of the Trust Fund consisting of the Class A-3FL Regular Interest, the Swap Contract and the Floating Rate Account. The Trustee, on behalf of the Trust Fund, will enter into an interest rate swap contract related to the Class A-3FL Regular Interest (the "Swap Contract"), with IXIS Financial Products Inc. (the "Swap Counterparty"). The Swap Contract will have a maturity date of the Distribution Date in July 2045 (the same date as the Rated Final Distribution Date of the Class A-3FL Certificates) or earlier if the Certificate Balance of the Class A-3FL Regular Interest is reduced to zero prior to such date. The Trustee will make available to the Swap Counterparty the Distribution Date Statement, which statement will include LIBOR applicable to the Interest Accrual Period and the fixed rate amount payable by the Trust Fund (including any shortfall in the regular fixed rate payment attributable to the Class A-3FL Regular Interest), as well as any Yield Maintenance Charges payable to the Swap Counterparty. See "Description of the Certificates-Distributions" in this prospectus supplement. The Trustee will also calculate the amounts, if any, due from or payable to the Swap Counterparty under the Swap Contract. The Trustee may make withdrawals from the Floating Rate Account only for the following purposes: (i) with regard to the Floating Rate Account, to distribute to the holders of the Class A-3FL Certificates the Class A-3FL Available Funds for any Distribution Date; (ii) to withdraw any amount deposited into the Floating Rate Account that was not required to be deposited in such account; (iii) to pay any regularly scheduled payments required to be paid to the Swap Counterparty under the Swap Contract in accordance with the Pooling and Servicing Agreement; and (iv) to clear and terminate the account pursuant to the terms of the Pooling and Servicing Agreement. For purposes hereof, "Class A-3FL Available Funds" will equal the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-3FL Regular Interest with respect to such Distribution Date and (ii) the amounts, if any, received from the Swap Counterparty pursuant to the Swap Contract, less, (iii) with respect to interest distributions, the regularly scheduled interest payment required to be paid to the Swap Counterparty pursuant to the Swap Contract for such Distribution Date. The "Class A-3FL Interest Distribution Amount" means, with respect to any Distribution Date, an amount equal to the sum of (i) amounts in respect of interest received on the Class A-3FL Regular Interest for such Distribution Date and (ii) the amount required to be paid to the Trust Fund by the Swap Counterparty under the Swap Contract, less (iii) the regularly scheduled interest payment required to be paid to the Swap Counterparty by the Trust Fund under the Swap Contract. The "Class A-3FL Principal Distribution Amount" means, with respect to any Distribution Date, the amount of principal allocated to the Class A-3FL Regular Interest as described under "Description of the Certificates-Distributions" in this prospectus supplement. THE SWAP CONTRACT The Swap Contract will provide that, so long as the Swap Contract is in effect and there is no continuing payment default by the Swap Counterparty, (a) on each Distribution Date, commencing in September 2005, the Trustee will pay or cause to be paid to the Swap Counterparty (i) any Yield Maintenance Charges in S-192 respect of the Class A-3FL Regular Interest for the related Distribution Date and (ii) one month's interest at the Pass-Through Rate applicable to the Class A-3FL Regular Interest accrued for the related Interest Accrual Period on the Certificate Balance of the Class A-3FL Certificates, and (b) on the Business Day prior to each Distribution Date, commencing in September 2005, the Swap Counterparty will pay to the Trustee, for the benefit of the Class A-3FL Certificateholders, one month's interest at the Pass-Through Rate applicable to the Class A-3FL Certificates accrued for the Interest Accrual Period on the Certificate Balance of the Class A-3FL Certificates. Such payments will be made on a net basis. On any Distribution Date for which the funds allocated to payment of amounts in respect of interest received on the Class A-3FL Regular Interest are insufficient to pay all amounts due to the Swap Counterparty under the Swap Contract for such Distribution Date, the amounts payable by the Swap Counterparty to the Trust Fund under the Swap Contract will be reduced, on a dollar for dollar basis, by the amount of such shortfall, and holders of the Class A-3FL Certificates will experience a shortfall in their anticipated yield. If the Swap Counterparty's long term rating is not at least equal to the required ratings levels set forth in the Swap Contract (a "Rating Agency Trigger Event"), the Swap Counterparty will be required to post collateral or find a replacement Swap Counterparty that would not cause another Rating Agency Trigger Event. In the event that the Swap Counterparty fails to either post acceptable collateral, fails to find an acceptable replacement swap counterparty under a Rating Agency Trigger Event, fails to make a payment to the Trust Fund required under the Swap Contract or an early termination date is designated under the Swap Contract with respect to which the Swap Counterparty is the defaulting party or the sole affected party in accordance with its terms (each such event, a "Swap Default"), then the Trustee will be required to take such actions (following the expiration of any applicable grace period), subject to the Trustee's determination that the costs of such action will be reimbursed, unless otherwise directed in writing by the holders of 25%, by Certificate Balance, of the Class A-3FL Certificates to enforce the rights of the Trust Fund under the Swap Contract as may be permitted by the terms of the Swap Contract and use any termination payments, if any, received from the Swap Counterparty (as described in this prospectus supplement) to enter into a replacement interest rate swap contract on substantially identical terms. If the costs attributable to entering into a replacement interest rate swap contract would exceed the net proceeds of the liquidation of the Swap Contract, a replacement interest rate swap contract will not be entered into and any such proceeds will instead be distributed to the holders of the Class A-3FL Certificates. To the extent not otherwise set forth in the Pooling and Servicing Agreement, any termination payment payable by the Trust Fund to the Swap Counterparty will be limited (i) to the extent of any payment made by a replacement swap counterparty to the Trust Fund in consideration for entering into such replacement swap contract, if any (less any costs and expenses incurred by the Trust Fund in connection with entering into such replacement swap contract), and (ii) to amounts designated therefore out of the Floating Rate Account in accordance with the Pooling and Servicing Agreement. The Swap Contract provides the Swap Counterparty with the ability to terminate the Swap Contract upon various events of default and termination events specified in the Swap Contract, including any failure by the Trustee to perform or comply with any provisions under the Pooling and Servicing Agreement (beyond any applicable grace periods therein). Any conversion to distributions equal to distributions on the Class A-3FL Regular Interest pursuant to a Swap Default will become permanent following the determination by either the Trustee or the holders of 25% of the applicable Class of Certificates not to enter into a replacement interest rate swap contract and distribution of any termination payments to the holders of such Class of Certificates. Any such Swap Default and the consequent conversion to distributions equal to distributions on such Class A-3FL Regular Interest will not constitute a default under the Pooling and Servicing Agreement. Any such conversion to distributions equal to distributions on the Class A-3FL Regular Interest, might result in a temporary delay of payment of the distributions to the holders of the Class A-3FL Certificates, if notice of the resulting change in payment terms of the Certificates is not given to DTC within the time frame in advance of the Distribution Date that DTC requires to modify the payment. The Trustee will have no obligation on behalf of the Trust Fund to pay or cause to be paid to the Swap Counterparty any portion of the amounts due to the Swap Counterparty under the Swap Contract for any S-193 Distribution Date unless and until the interest payment on the Class A-3FL Regular Interest, for such Distribution Date is actually received by the Trustee. THE SWAP COUNTERPARTY IXIS Financial Products Inc. ("IXIS") is the Swap Counterparty under the Swap Contract. IXIS, a Delaware corporation, is a wholly-owned subsidiary of IXIS Capital Markets North America Inc., which is a subsidiary of IXIS Corporate & Investment Bank ("IXIS CIB"), a French bank organized as a societe anonyme. IXIS changed its name from CDC Financial Products Inc. in November 2004. IXIS has long-term debt ratings from S&P and Moody's of "AAA" and "Aaa," respectively, and short-term debt ratings from S&P and Moody's of "A-1+" and "P-1," respectively, with respect to its obligations that are entered into on or before January 23, 2007 with a scheduled maturity date on or before January 23, 2017, based upon a guarantee of its obligations by IXIS CIB with recourse to Caisse des Depots et Consignations. IXIS has long-term debt ratings from Standard & Poor's and Moody's of AA and Aa2, respectively, with respect to its obligations that are entered into either (i) on or before January 23, 2007 with a scheduled maturity date after January 23, 2017 or (ii) after January 23, 2007 regardless of the scheduled maturity date, based upon a guarantee of its obligations by IXIS CIB with no recourse to Caisse des Depots et Consignations. IXIS CIB changed its name from CDC IXIS Capital Markets in November 2004. IXIS CIB is a subsidiary of Caisse Nationale des Caisses d'Epargne et de Prevoyance ("CNCEP"), a French bank organized as a societe anonyme a directoire et conseil de surveillance. CNCEP is a credit institution, licensed as a bank. Caisse des Depots et Consignations is a special national legislative public entity of the Republic of France which operates under the supervision of an independent supervisory board composed of representatives of the French Parliament, magistrates, the director of the French Treasury and the Governor of Banque de France, the French central bank. IXIS Capital Markets North America Inc. will provide without charge a copy of the most recent publicly available annual report of IXIS Capital Markets North America Inc., IXIS CIB, CNCEP and Caisse des Depots et Consignations. Written requests should be directed to David L. Askren, Corporate Secretary, IXIS Capital Markets North America Inc., 9 West 57th Street, New York, New York 10019; telephone (212) 891-6152. IXIS has not participated in the preparation of this offering document and has not reviewed and is not responsible for any information contained herein, other than the information contained in the preceding five paragraphs. IXIS is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such documents can be read and copied at the Commission's public reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. In addition, such documents are available to the public free of charge at the SEC's web site at http://www.sec.gov. Reports, documents and other information about IXIS also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York. The information contained in this section relates to and has been obtained from IXIS. The information concerning IXIS contained herein is furnished solely to provide limited introductory information regarding IXIS and does not purport to be comprehensive. Such information regarding IXIS is qualified in its entirety by the detailed information appearing in the documents referenced above. The delivery of this prospectus supplement shall not create any implication that there has been no change in the affairs of IXIS since the date of this prospectus supplement, or that the information contained in this section is correct as of any time subsequent to its date. THE SWAP CONTRACTS ARE OBLIGATIONS OF IXIS AND ARE NOT OBLIGATIONS OF THE DEPOSITOR OR THE UNDERWRITERS. S-194 YIELD AND MATURITY CONSIDERATIONS YIELD CONSIDERATIONS General. The yield on any Offered Certificate will depend on: (1) the Pass-Through Rate for the Certificate; (2) the price paid for the Certificate and, if the price was other than par, the rate and timing of payments of principal on the Certificate; (3) the aggregate amount of distributions on the Certificate; and (4) the aggregate amount of Collateral Support Deficit amounts allocated to a class of Offered Certificates. Pass-Through Rate. The Pass-Through Rate applicable to each class of Offered Certificates for any Distribution Date will equal the rate set forth on the cover of this prospectus supplement. See "Description of the Certificates" in this prospectus supplement. The yield to investors in the Class A-3FL Certificates will be highly sensitive to changes in LIBOR such that decreasing levels of LIBOR will have a negative impact on the yield to investors in such Class of Certificates. See "Description of the Swap contract" in this supplement. Rate and Timing of Principal Payments. The yield to holders of Offered Certificates that are purchased at a discount or premium will be affected by the rate and timing of principal payments on the mortgage loans (including principal prepayments on the mortgage loans resulting from both voluntary prepayments by the mortgagors and involuntary liquidations). As described in this prospectus supplement, the Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been reduced to zero, any remaining Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first in respect of the Class A-AB Certificates until the Certificate Balance thereof is reduced to the Planned Principal Balance, second, in respect of the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, third, in respect of the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, fourth, in respect of the Class A-3FX Certificates and the Class A-3FL Regular Interest (and correspondingly, the Class A-3FL Certificates), pro rata, until the Certificate Balance thereof is reduced to zero, fifth, in respect of the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero, sixth, in respect of the Class A-5 Certificates until the Certificate Balance thereof is reduced to zero, seventh, in respect of the Class A-6 Certificates until the Certificate Balance thereof is reduced to zero, eighth, in respect of the Class A-AB Certificates until the Certificate Balance thereof is reduced to zero, ninth, in respect of the Class A-7A Certificates until the Certificate Balance thereof is reduced to zero and, tenth, in respect of the Class A-7B Certificates until the Certificate Balance thereof is reduced to zero; and the Group 2 Principal Distribution Amount (and, after the Class A-7B Certificates have been reduced to zero, any remaining Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable to the Class A-1A Certificates. After those distributions, the remaining Principal Distribution Amount with respect to the pool of mortgage loans will generally be distributable entirely in respect of the Class A-J, Class B, Class C, Class D and the Class E Certificates and then the Non-Offered Certificates (other than the Class X-C Certificates), in that order, in each case until Certificates Balance of such Class of Certificates is reduced to zero. Consequently, the rate and timing of principal payments on the mortgage loans will in turn be affected by their amortization schedules, Lockout Periods, Yield Maintenance Charges, the dates on which balloon payments are due, any extensions of maturity dates by the Master Servicer or the Special Servicer and the rate and timing of principal prepayments and other unscheduled collections on the mortgage loans (including for this purpose, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of mortgage loans out of the trust fund). Furthermore, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3FX, Class A-3FL, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A Certificates will generally be based upon the particular Loan Group that the related mortgage loan is deemed to be in, the yield on the Class A-1, Class A-2, Class A-3FX, Class A-3FL, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A and Class A-7B Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 1 and the yield on the Class A-1A Certificates will be particularly sensitive to prepayments on mortgage loans in Loan Group 2. In addition, although the borrowers under the APD Loans may have certain incentives to prepay the APD Loans on their Anticipated Prepayment Dates, we cannot assure you that the borrowers will be able to prepay the APD Loans on their Anticipated Prepayment Dates. The failure of a borrower to prepay an APD Loan on its Anticipated Prepayment Date will not be an event of default under the terms of the APD Loans, and pursuant to the S-195 terms of the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower's failure to pay Excess Interest, other than requests for collection, until the scheduled maturity of the respective APD Loan; provided, that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the trust fund's right to apply excess cash flow to principal in accordance with the terms of the APD Loan documents. See "Risk Factors--Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date or Anticipated Prepayment Date" in this prospectus supplement. In addition, if the Master Servicer or the Trustee, as applicable, reimburses itself out of general collections on the mortgage pool for any Nonrecoverable Advance, then that Nonrecoverable Advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed out of the Principal Distribution Amount (or, for purposes of calculating distributions on the Class A Certificates, the Group 1 Principal Distribution Amount and/or the Group 2 Principal Distribution Amount, as described under "Description of the Certificates--Distributions--Principal Distribution Amount") otherwise distributable on the Certificates (prior to being deemed reimbursed out of payments and other collections of interest on the underlying mortgage loans otherwise distributable on the Certificates), thereby reducing the Principal Distribution Amount (or the Group 1 Principal Distribution Amount and/or the Group 2 Principal Distribution Amount) of the Offered Certificates. Any such reduction in the amount distributed as principal of the Certificates, may adversely affect the weighted average lives and yields to maturity of one or more Classes of Certificates and result in the occurrence of a Collateral Support Deficit with respect to the Certificates. If the Master Servicer or the Trustee, as applicable, reimburses itself out of principal collections on the mortgage pool for any Workout-Delayed Reimbursement Amount, then that Workout-Delayed Reimbursement Amount will be deemed, to the fullest extent permitted, to be reimbursed out of the Principal Distribution Amount (or, for purposes of calculating distributions on the Class A Certificates, the Group 1 Principal Distribution Amount and/or the Group 2 Principal Distribution Amount, as described under "Description of the Certificates--Distributions--Principal Distribution Amount") otherwise distributable on the Certificates, thereby reducing the Principal Distribution Amount (or the Group 1 Principal Distribution Amount and/or the Group 2 Principal Distribution Amount) of the Offered Certificates. Any such reduction in the amount distributed as principal of the Certificates, may adversely affect the weighted average lives and yields to maturity of one or more Classes of Certificates. Prepayments and, assuming the respective stated maturity dates for the mortgage loans have not occurred, liquidations and purchases of the mortgage loans, will result in distributions on the Offered Certificates of amounts that would otherwise be distributed over the remaining terms of the mortgage loans. Defaults on the mortgage loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the mortgage loans (and, accordingly, on the Offered Certificates) while work-outs are negotiated or foreclosures are completed. See "Servicing Under the Pooling and Servicing Agreement--Modifications, Waiver and Amendments" and "--Realization upon Defaulted Mortgage Loans" in this prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Foreclosure" in the prospectus. Because the rate of principal payments on the mortgage loans will depend on future events and a variety of factors (as described below), we cannot assure you as to the rate of payments or the rate of principal prepayments in particular. We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the mortgage loans. The extent to which the yield to maturity of any class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which the Certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans (and, with respect to the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B and Class A-1A Certificates and the Class A-3FL Regular Interest which Loan Group such mortgage loan is deemed to be in) are in turn distributed on the 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 will result in an actual yield to the investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, or the Class X-P Certificates, the risk that a faster than anticipated rate of principal payments on the mortgage loans will S-196 result in an actual yield to the investor that is lower than the anticipated yield. In general, the earlier a payment of principal is distributed on an Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor's yield to maturity. As a result, the effect on an investor's yield of principal payments distributed on an investor's Offered Certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments. Principal payments (whether resulting from differences in amortization terms, prepayments following expirations of the respective prepayment Lock-out Periods or otherwise) on the mortgage loans will affect the Pass-Through Rate of those classes of Certificates whose Pass-Through Rate is affected by the WAC Rate, to the extent the weighted average Net Mortgage Rate would be reduced below the fixed Pass-Through Rate on those classes, for one or more future periods and therefore will also affect the yield on those classes. The yield on such Classes could be adversely affected if mortgage loans with higher interest rates pay faster than the mortgage loans with lower interest rates, since those classes bear interest at a rate limited by the weighted average Net Mortgage Rate of the mortgage loans. The Pass-Through Rate on those classes of certificates may be limited by the weighted average of the net interest rates on the mortgage loans even if principal prepayments do not occur. Losses and Shortfalls. The yield to holders of the Offered Certificates will also depend on the extent to which the holders are required to bear the effects of any losses or shortfalls on the mortgage loans. Losses and other shortfalls on the mortgage loans will generally be borne by the holders of the 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 and Class A-J Certificates, in that order, and in each case to the extent of amounts otherwise distributable in respect of the class of Certificates. In the event of the reduction of the Certificate Balances of all those classes of Certificates to zero, the resulting losses and shortfalls will then be borne, pro rata, by the Class A-1, Class A-2, Class A-3FX Certificates and Class A-3FL Regular Interest (and correspondingly the Class A-3FL Certificates), pro rata, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7 and Class A-1A Certificates (and Class X Certificates with respect to shortfalls of interest). In addition, although losses will not be directly allocated to the Class A-3FL Certificates, losses allocated to the Class A-3FL Regular Interest will result in a corresponding reduction of the Certificate Balance of the Class A-3FL Certificates. Any such losses allocated to the Class A-7 Certificates will be borne first by the Class A-7B Certificates and then by the Class A-7A Certificates. Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on the mortgage loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the mortgage loans (for example, due-on-sale clauses or 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 rental properties in those areas, the quality of management of the Mortgaged Properties, the servicing under the Pooling and Servicing Agreement, possible changes in tax laws and other opportunities for investment. See "Risk Factors" and "Description of the Mortgage Pool" in this prospectus supplement and "Risk Factors" and "Yield and Maturity Considerations--Yield and Prepayment Considerations" in the prospectus. The rate of prepayment on the pool of mortgage loans is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level as the mortgage loans. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. However, under all of the mortgage loans, voluntary prepayments are subject to Lock-out Periods, any period during which a Yield Maintenance Charge is required (each, a "Yield Maintenance Period"). See "Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. 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 Property, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits. S-197 In addition, certain of the mortgage loans have performance escrows or letters of credit pursuant to which the funds held in escrow or the proceeds of such letters of credit may be applied to reduce the principal balance of such mortgage loans if certain performance triggers are not satisfied. This circumstance would have the same effect on the offered certificates as a partial prepayment on such mortgage loans without payment of a yield maintenance charge. For more information regarding these performance escrows and letters of credit, see the footnotes to Annex A-1 to this prospectus supplement. The Depositor makes no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the mortgage loans, as to the relative importance of those factors, as to the percentage of the principal balance of the mortgage loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the mortgage loans. Delay in Payment of Distributions. Because each monthly distribution is made on each Distribution Date, which is at least 10 days after the end of the related Interest Accrual Period, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming the prices did not account for the delay). Unpaid Distributable Certificate Interest. As described under "Description of the Certificates--Distributions--Priority" in this prospectus supplement, if the portion of the Available Distribution Amount distributable in respect of interest on any class of Offered Certificates (other than the Class A-3FL Certificates) or the Class A-3FL Regular Interest on any Distribution Date is less than the Distributable Certificate Interest then payable for that class of Certificates or the Class A-3FL Regular Interest as applicable, the shortfall will be distributable to holders of that class of Certificates or the Class A-3FL Regular Interest on subsequent Distribution Dates, to the extent of available funds. The shortfall will not bear interest, however, so it will negatively affect the yield to maturity of the class of Certificates for so long as it is outstanding. Any such shortfall distributed to the Class A-3FL Regular Interest will be distributed to the holders of the Class A-3FL Certificates to the extent such shortfall is not otherwise payable to the Swap Counterparty pursuant to the Swap Contract. WEIGHTED AVERAGE LIFE The weighted average life of an Offered Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of the Certificate is distributed to the investor. The weighted average life of an Offered Certificate will be influenced by, among other things, the rate at which principal on the mortgage loans is paid or otherwise collected, which may be in the form of scheduled amortization, voluntary prepayments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds. As described in this prospectus supplement, the Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been reduced to zero, any remaining Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first in respect of the Class A-AB Certificates until the Certificate Balance thereof is reduced to the Planned Principal Balance, second, in respect of the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, third, in respect of the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, fourth, in respect of the Class A-3FX Certificates and the Class A-3FL Regular Interest (and correspondingly, the Class A-3FL Certificates), pro rata, until the Certificate Balance thereof is reduced to zero, fifth, in respect of the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero, sixth, in respect of the Class A-5 Certificates until the Certificate Balance thereof is reduced to zero, seventh, in respect of the Class A-6 Certificates until the Certificate Balance thereof is reduced to zero, eighth, in respect of the Class A-AB Certificates until the Certificate Balance thereof is reduced to zero, ninth, in respect of the Class A-7A Certificates until the Certificate Balance thereof is reduced to zero and, tenth, in respect of the Class A-7B Certificates until the Certificate Balance thereof is reduced to zero; and the Group 2 Principal Distribution Amount (and, after the Class A-7B Certificates have been reduced to zero, any remaining Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable to the Class A-1A Certificates. After those distributions, the remaining Principal Distribution Amount with respect to the pool of mortgage loans will generally be distributable entirely in respect of the Class A-J, Class B, Class C, Class D and the Class E Certificates and then the Non-Offered Certificates (other than the Class X-C Certificates), in that order, in each case until the Certificate Balance of such Class of 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 "Constant Prepayment Rate" or "CPR" model. The CPR model S-198 represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then-scheduled principal balance of the pool of mortgage loans. As used in each of the following tables, the column headed "0% CPR" assumes that none of the mortgage loans is prepaid before maturity or the Anticipated Prepayment Date, as the case may be. The columns headed "25% CPR," "50% CPR," "75% CPR" and "100% CPR" assume that prepayments on the mortgage loans are made at those levels of CPR following the expiration of any Lock-out Period, Defeasance and Yield Maintenance Period. We cannot assure you, however, that prepayments of the mortgage loans will conform to any level of CPR, and no representation is made that the mortgage loans will prepay at the levels of CPR shown or at any other prepayment rate. The following tables indicate the percentage of the initial Certificate Balance of each class of the Offered Certificates that would be outstanding after each of the dates shown at various CPRs and the corresponding weighted average life of each class of Certificates. The tables have been prepared on the basis of the following assumptions, among others: (a) scheduled periodic payments of principal and/or interest on the mortgage loans (and assuming any step-ups in debt service as provided in the Mortgage Notes occur) will be received on a timely basis and will be distributed on the tenth day of each month, beginning in September 2005; (b) the Mortgage Rate in effect for each mortgage loan as of the Cut-off Date will remain in effect to maturity or the Anticipated Prepayment Date, as the case may be, and will be adjusted, if necessary, as required pursuant to the definition of Mortgage Rate; (c) the periodic principal and/or interest payment due for each mortgage loan on the first due date following the Cut-off Date will continue to be due on each due date until maturity or the Anticipated Prepayment Date, as the case may be, except in the case of mortgage loans that change from being interest-only to amortizing and except in the case of mortgage loans that amortize according to a defined schedule; (d) any principal prepayments on the mortgage loans will be received on their respective due dates after the expiration of any applicable Lock-out Period, defeasance period and/or Yield Maintenance Period at the respective levels of CPR set forth in the tables; (e) No Mortgage Loan Seller will be required to repurchase any mortgage loan, and none of the Master Servicer or the Special Servicer will exercise its option to purchase all the mortgage loans and thereby cause an early termination of the trust fund; (f) the Closing Date is August 25, 2005; (g) the APD Loans prepay on their Anticipated Prepayment Dates; (h) performance escrows or letters of credit that serve as additional collateral for certain mortgage loans are not used to prepay such mortgage loans; (i) the Pass-Through Rates and initial Certificate Balances of the respective classes of Certificates are as described in this prospectus supplement; and (k) the Swap Contract is not subject to a Swap Default. To the extent that the mortgage loans have characteristics that differ from those assumed in preparing the tables set forth below, a class of Offered Certificates may mature earlier or later than indicated by the tables. It is highly unlikely that the mortgage loans will prepay at any constant rate until maturity or that all the mortgage loans will prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the mortgage loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. These variations may occur even if the average prepayment experience of the mortgage loans were to equal any of the specified CPR percentages. Investors are urged to conduct their own analyses of the rates at which the mortgage loans may be expected to prepay. Based on the foregoing assumptions, the following tables (except for the table, which is labeled "Discount Margins for the Class A-3FL Certificates at the Respective CPRs Set Forth Below") indicate the resulting weighted average lives of each class of Offered Certificates and set forth the percentage of the initial Certificate Balance of the class of the Offered Certificate that would be outstanding after each of the dates shown at the indicated CPRs. The table, which is labeled "Discount Margins for the Class A-3FL Certificates at the Respective CPRs Set Forth Below", shows the discount margins of the Class A-3FL Certificates. S-199 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 90 90 90 90 90 August 10, 2007 ............................. 79 79 79 79 79 August 10, 2008 ............................. 65 65 65 65 65 August 10, 2009 ............................. 47 47 47 47 47 August 10, 2010 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 3.31 3.28 3.25 3.22 3.18 Estimated Month of First Principal .......... 9/05 9/05 9/05 9/05 9/05 Estimated Month of Maturity ................. 3/10 3/10 2/10 1/10 11/09 </TABLE> - ---------- (1) The weighted average life of the Class A-1 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-1 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-1 Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 4.67 4.65 4.61 4.55 4.31 Estimated Month of First Principal .......... 3/10 3/10 2/10 1/10 11/09 Estimated Month of Maturity ................. 5/10 5/10 5/10 4/10 2/10 </TABLE> - ---------- (1) The weighted average life of the Class A-2 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-2 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-2 Certificates. S-200 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-3FX CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 4.74 4.74 4.73 4.72 4.51 Estimated Month of First Principal .......... 5/10 5/10 5/10 4/10 2/10 Estimated Month of Maturity ................. 6/10 6/10 6/10 6/10 4/10 </TABLE> - ---------- (1) The weighted average life of the Class A-3FX Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-3FX Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-3FX Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-3FL CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 4.74 4.74 4.73 4.72 4.51 Estimated Month of First Principal .......... 5/10 5/10 5/10 4/10 2/10 Estimated Month of Maturity ................. 6/10 6/10 6/10 6/10 4/10 </TABLE> - ---------- (1) The weighted average life of the Class A-3FL Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-3FL Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-3FL Certificates. The discount margins set forth in the table below represent the increment over LIBOR that produces a monthly discount rate which, when applied to the assumed stream of the cash flows to be paid on the Class A-3FL Certificates, would cause the discounted present value of such cash flows to equal the assumed purchase price as specified below, in each case expressed in decimal format and interpreted as a percentage of the initial Certificate Balance of the Class A-3FL Certificates. The table below assumes that the Class A-3FL Certificates settle without accrued interest. The following table has been prepared on the basis of the modeling assumptions above. S-201 DISCOUNT MARGINS(1) FOR THE CLASS A-3FL CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR DISC MARGIN DISC MARGIN DISC MARGIN DISC MARGIN DISC MARGIN PRICE (BPS) (BPS) (BPS) (BPS) (BPS) - ---------------------------------------- ------------- ------------- ------------- ------------- ------------ 99.75000 ............................... 18.19 18.2 18.2 18.21 18.45 99.81250 ............................... 16.77 16.77 16.78 16.78 16.96 99.87500 ............................... 15.34 15.35 15.35 15.35 15.47 99.93750 ............................... 13.92 13.92 13.92 13.93 13.99 100.00000 .............................. 12.50 12.50 12.50 12.50 12.50 100.06250 .............................. 11.08 11.08 11.08 11.07 11.02 100.12500 .............................. 9.66 9.66 9.65 9.65 9.53 100.18750 .............................. 8.24 8.24 8.23 8.22 8.05 100.25000 .............................. 6.82 6.82 6.81 6.8 6.57 Weighted Average Life Years(2) ......... 4.74 4.74 4.73 4.72 4.51 </TABLE> - ---------- (1) LIBOR was assumed to be 3.57% for purposes of this table. (2) The weighted average life of the Class A-3FL Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-3FL Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-3FL Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 14 11 8 3 0 August 10, 2011 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 4.88 4.87 4.87 4.86 4.69 Estimated Month of First Principal .......... 6/10 6/10 6/10 6/10 4/10 Estimated Month of Maturity ................. 9/10 9/10 9/10 9/10 8/10 </TABLE> - ---------- (1) The weighted average life of the Class A-4 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-4 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-4 Certificates. S-202 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-5 CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 49 August 10, 2011 ............................. 100 86 72 59 48 August 10, 2012 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 6.87 6.61 6.36 6.11 5.64 Estimated Month of First Principal .......... 7/12 9/10 9/10 9/10 8/10 Estimated Month of Maturity ................. 7/12 7/12 7/12 7/12 1/12 </TABLE> - ---------- (1) The weighted average life of the Class A-5 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-5 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-5 Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-6 CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 6.94 6.91 6.89 6.88 6.73 Estimated Month of First Principal .......... 7/12 7/12 7/12 7/12 1/12 Estimated Month of Maturity ................. 8/12 8/12 8/12 8/12 6/12 </TABLE> - ---------- (1) The weighted average life of the Class A-6 Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-6 Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-6 Certificates. S-203 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-AB CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 81 81 81 81 81 August 10, 2012 ............................. 59 59 59 59 59 August 10, 2013 ............................. 38 38 38 38 38 August 10, 2014 ............................. 16 16 16 16 16 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 7.43 7.42 7.42 7.42 7.42 Estimated Month of First Principal .......... 9/10 9/10 9/10 9/10 9/10 Estimated Month of Maturity ................. 5/15 3/15 2/15 2/15 1/15 </TABLE> - ---------- (1) The weighted average life of the Class A-AB Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-AB Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-AB Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-7A CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.80 9.78 9.76 9.73 9.54 Estimated Month of First Principal .......... 5/15 3/15 2/15 2/15 1/15 Estimated Month of Maturity ................. 7/15 7/15 6/15 6/15 4/15 </TABLE> - ---------- (1) The weighted average life of the Class A-7A Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-7A Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-7A Certificates. S-204 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-7B CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.88 9.88 9.87 9.79 9.63 Estimated Month of First Principal .......... 7/15 7/15 6/15 6/15 4/15 Estimated Month of Maturity ................. 7/15 7/15 7/15 6/15 4/15 </TABLE> - ---------- (1) The weighted average life of the Class A-7B Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-7B Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-7B Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-1A CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 99 99 99 99 99 August 10, 2008 ............................. 99 99 99 99 99 August 10, 2009 ............................. 98 98 98 98 98 August 10, 2010 ............................. 64 64 64 64 64 August 10, 2011 ............................. 63 63 63 63 63 August 10, 2012 ............................. 59 59 59 59 59 August 10, 2013 ............................. 58 58 58 58 58 August 10, 2014 ............................. 58 58 58 58 58 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 7.81 7.81 7.80 7.78 7.63 Estimated Month of First Principal .......... 9/05 9/05 9/05 9/05 9/05 Estimated Month of Maturity ................. 7/15 7/15 7/15 7/15 5/15 </TABLE> - ---------- (1) The weighted average life of the Class A-1A Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-1A Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-1A Certificates. S-205 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-J CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.91 9.90 9.89 9.88 9.72 Estimated Month of First Principal .......... 7/15 7/15 7/15 7/15 5/15 Estimated Month of Maturity ................. 8/15 8/15 8/15 7/15 6/15 </TABLE> - ---------- (1) The weighted average life of the Class A-J Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-J Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-J Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.96 9.96 9.96 9.91 9.79 Estimated Month of First Principal .......... 8/15 8/15 8/15 7/15 6/15 Estimated Month of Maturity ................. 8/15 8/15 8/15 8/15 6/15 </TABLE> - ---------- (1) The weighted average life of the Class B Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class B Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class B Certificates. S-206 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.96 9.96 9.96 9.96 9.79 Estimated Month of First Principal .......... 8/15 8/15 8/15 8/15 6/15 Estimated Month of Maturity ................. 8/15 8/15 8/15 8/15 6/15 </TABLE> - ---------- (1) The weighted average life of the Class C Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class C Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class C Certificates. PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.96 9.96 9.96 9.96 9.79 Estimated Month of First Principal .......... 8/15 8/15 8/15 8/15 6/15 Estimated Month of Maturity ................. 8/15 8/15 8/15 8/15 6/15 </TABLE> - ---------- (1) The weighted average life of the Class D Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class D Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class D Certificates. S-207 PERCENT OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - --------------------------------------------- -------- --------- --------- --------- --------- Initial Percent ............................. 100 100 100 100 100 August 10, 2006 ............................. 100 100 100 100 100 August 10, 2007 ............................. 100 100 100 100 100 August 10, 2008 ............................. 100 100 100 100 100 August 10, 2009 ............................. 100 100 100 100 100 August 10, 2010 ............................. 100 100 100 100 100 August 10, 2011 ............................. 100 100 100 100 100 August 10, 2012 ............................. 100 100 100 100 100 August 10, 2013 ............................. 100 100 100 100 100 August 10, 2014 ............................. 100 100 100 100 100 August 10, 2015 ............................. 0 0 0 0 0 Weighted Average Life Years(1) .............. 9.96 9.96 9.96 9.96 9.79 Estimated Month of First Principal .......... 8/15 8/15 8/15 8/15 6/15 Estimated Month of Maturity ................. 8/15 8/15 8/15 8/15 6/15 </TABLE> - ---------- (1) The weighted average life of the Class E Certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class E Certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class E Certificates. YIELD SENSITIVITY OF THE CLASS X-P CERTIFICATES The yield to maturity of the Class X-P 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 X-P Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. The following table indicates the approximate pre-tax yield to maturity on a corporate bond equivalent ("CBE") basis on the Class X-P Certificates for the specified CPRs based on the Structuring Assumptions. It was further assumed (i) that the purchase price of the Class X-P Certificates is as specified below, expressed as a percentage of the initial Notional Amount of such Certificates, which price does not include accrued interest and (ii) the Special Servicer or the Directing Certificateholder purchased all of the mortgage loans and REO Properties as described under "Description of the Certificates--Termination; Retirement of Certificates," in this prospectus supplement. The yields set forth in the following table were calculated by determining the monthly discount rates that when applied to the assumed streams of cash flows to be paid on the Class X-P Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase price thereof, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculation does not take into account shortfalls in collection of interest due to prepayments (or other liquidations) of the mortgage loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the Class X-P Certificates (and, accordingly, does not purport to reflect the return on any investment in the Class X-P Certificates when such reinvestment rates are considered). The characteristics of the mortgage loans may differ from those assumed in preparing the table below. In addition, there can be no assurance that the mortgage loans will prepay in accordance with the above assumptions at any of the rates shown in the table or at any other particular rate, that the cash flows on the Class X-P Certificates will correspond to the cash flows shown in this prospectus supplement or that the aggregate purchase price of the Class X-P Certificates will correspond to the cash flows shown in this prospectus supplement or that the aggregate purchase price of the Class X-P Certificates will be assumed. In addition, it is unlikely that the mortgage loans will prepay in accordance with the above assumptions at any S-208 of the specified CPRs until maturity or that all of the mortgage loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase Class X-P Certificates. PRE-TAX YIELD TO MATURITY (CBE) OF THE CLASS X-P CERTIFICATES AT THE RESPECTIVE CPRS SET FORTH BELOW: <TABLE> PREPAYMENT ASSUMPTION (CPR) ------------------------------------------------------------------- ASSUMED PURCHASE PRICE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR - ------------------------ ----------- ----------- ----------- ----------- ----------- 0.760803% .............. 4.736% 4.736% 4.736% 4.736% 4.736% </TABLE> S-209 CERTAIN FEDERAL INCOME TAX CONSEQUENCES Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, will deliver its opinion that, assuming (1) the making of appropriate elections,(2) compliance with the provisions of the Pooling and Servicing Agreement, (3) the Non-Serviced Mortgage Loan Pooling and Servicing Agreements are administered in accordance with its terms and the REMICs formed thereunder continue to be treated as REMICs and (4) compliance with applicable changes in the Internal Revenue Code of 1986, as amended (the "Code"), including the REMIC Provisions, for federal income tax purposes, the trust fund, exclusive of the Excess Interest, the Excess Interest Distribution Account, the Class A-3FL Regular Interest, the Swap Contract and the Floating Rate Account will qualify as two separate real estate mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC" respectively, and each a "REMIC") within the meaning of Sections 860A through 860G (the "REMIC Provisions") of the Code, and (1) the Class A-1, Class A-2, Class A-3FX, Class A-4, Class A-5, Class A-6, Class A-AB, Class A-7A, Class A-7B, Class A-1A, Class X-C, Class X-P, 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 and the Class A-3FL Regular Interest will evidence the "regular interests" in the Upper-Tier REMIC and (2) the Class R and Class LR Certificates will represent the sole classes of "residual interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively, within the meaning of the REMIC Provisions in effect on the date of this prospectus supplement. The assets of the Lower-Tier REMIC generally will include the Mortgage Loans, exclusive of Excess Interest, any REO Properties acquired on behalf of the Certificateholders and amounts with respect thereto contained in the Certificate Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and the REO Accounts (each as defined in the prospectus). The Offered Certificates are "Regular Certificates" as defined in the prospectus. 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 S Certificates will represent undivided beneficial interests therein. The grantor trust will also hold the Class A-3FL Regular Interest, the Swap Contract and the Floating Rate Account, and the Class A-3FL Certificates will represent undivided beneficial interests in the related portions of the grantor trust. Because they represent regular interests, each class of Offered Certificates (other than the Class A-3FL Certificates) and the Class A-3FL Regular Interest generally will be treated as newly originated debt instruments for federal income tax purposes. Holders of the classes of Offered Certificates will be required to include in income all interest on the regular interests represented by their Certificates in accordance with the accrual method of accounting, regardless of a Certificateholder's usual method of accounting. It is anticipated that the Offered Certificates (other than the Class X-P and Class A-3FL Certificates) and the Class A-3FL Regular Interest will be issued at a premium and that the Class X-P Certificates will be issued with original issue discount ("OID") for federal income tax purposes. The prepayment assumption that will be used in determining the rate of accrual of any OID or whether the OID is de minimis and that may be used to amortize premium, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the mortgage loans will prepay at a rate equal to a CPR of 0%; provided, that it is assumed that the APD Loans prepay on their respective Anticipated Prepayment Dates (the "Prepayment Assumption"). No representation is made that the mortgage loans will prepay at that rate or at any other rate. See "Certain Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates" and "--Taxation of Regular Certificates" in the prospectus. For purposes of this discussion and the discussion in the prospectus, holders of the Class A-3FL Certificates will be required to allocate their purchase prices and disposition proceeds between their interest in the Class A-3FL Regular Interest and the Swap Contract for purposes of accruing discount or premium or computing gain or loss upon disposition of the Class A-3FL Regular Interest, and with respect to the Class A-3FL Certificates, references in such discussion to the "regular interests" are to the Class A-3FL Regular Interest and amounts allocable thereto. Although unclear for federal income tax purposes, it is anticipated that the Class X-P Certificates will be considered to be issued with OID in an amount equal to the excess of all distributions of interest expected to be received thereon (assuming the WAC Rate changes in accordance with the initial prepayment assumption in the manner set forth in the prospectus), over their issue price (including accrued interest S-210 from the Cut-off Date). Any "negative" amounts of OID on the Class X-P Certificates attributable to rapid prepayments with respect to the mortgage loans will not be deductible currently, but may be offset against future positive accruals of OID, if any. Finally, a holder of any Class X-P Certificate may be entitled to a loss deduction to the extent it becomes certain that such holder will not recover a portion of its basis in such Certificate, assuming no further prepayments. In the alternative, it is possible that rules similar to the "noncontingent bond method" of the OID Regulations may be promulgated with respect to the Class X-P Certificates. Yield Maintenance Charges actually collected will be distributed to the Offered Certificates as described under "Description of the Certificates--Allocation of Yield Maintenance Charges" in this prospectus supplement. It is not entirely clear under the Code when the amount of Yield Maintenance Charges so allocated should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges will be treated as giving rise to any income to the holder of an Offered Certificate prior to the Master Servicer's actual receipt of a Yield Maintenance Charge. Yield Maintenance Charges, if any, may be treated as ordinary income, although authority exists for treating such amounts as capital gain if they are treated as paid upon retirement or partial retirement of a Certificate. Certificateholders should consult their own tax advisers concerning the treatment of Yield Maintenance Charges. Any Yield Maintenance Charge paid to the Swap Counterparty with respect to the Class A-3FL Regular Interest will be treated as received by the holders of the Class A-3FL Certificates and paid as a periodic payment by the holders of the Class A-3FL Certificates under the Swap Contract. See "--Taxation of the Swap Contract" below. The Offered Certificates will be treated as "real estate assets" for a "real estate investment trust" within the meaning of Section 856(c)(5)(B) of the Code, and interest (including OID, if any) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code to the extent of the percentage of the trust fund assets meeting such requirements. Moreover, the Offered Certificates will be "qualified mortgages" for another REMIC within the meaning of Section 860G(a)(3) of the Code. The Offered Certificates will be treated as "loans secured by an interest in real property which is residential real property" for a domestic building and loan association under Section 7701(a)(19)(C) of the Code, to the extent the mortgage loans are secured by multifamily properties and manufactured housing community properties. As of the Cut-off Date, 33 and 14 mortgage loans representing approximately 20.27% and 3.92% of the Initial Pool Balance, respectively, are secured by multifamily properties and manufactured housing community properties, respectively. The Offered Certificates will qualify for treatment under Sections 856(c)(5)(B), 856(c)(3)(B) and 7701(a)(19)(C) in their entirety if at least 95% of the assets or income of the trust fund meet such requirements. A mortgage loan that has been defeased with U.S. government securities does not qualify under the foregoing sections. See "Certain Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates--Status of REMIC Certificates" in the prospectus. For further information regarding the federal income tax consequences of investing in the Offered Certificates, see "Certain Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates" and "Certain Federal Income Tax Consequences--Taxation of Regular Certificates" in the prospectus. TAXATION OF THE SWAP CONTRACT Each holder of a Class A-3FL Certificate will be treated for federal income tax purposes as having entered into its proportionate share of the rights of such Class under the Swap Contract. Holders of the Class A-3FL Certificates must allocate the price they pay for their Certificates between their interest in the Class A-3FL Regular Interest, and the Swap Contract based on their market values. The portion, if any, allocated to the Swap Contract will be treated as a swap premium (the "Swap Premium") paid or received by the holders of the Class A-3FL Certificates. If the Swap Premium is paid by a holder, it will reduce the purchase price allocable to the Class A-3FL Regular Interest. If the Swap Premium is received by holders, it will be deemed to have increased the purchase price for the Class A-3FL Regular Interest. If the Swap Contract is "on market," no amount of the purchase price will be allocable to it. Based on the anticipated issue prices of the Class A-3FL Certificates and the Class A-3FL Regular Interest, it is anticipated that the Class A-3FL Regular Interest will be deemed to have been issued at a premium and that a Swap Premium will S-211 be deemed to be paid to the holders of the Class A-3FL Certificates. The holder of a Class A-3FL Certificate will be required to amortize any Swap Premium under a level payment method as if the Swap Premium represented the present value of a series of equal payments made or received over the life of the Swap Contract (adjusted to take into account decreases in notional principal amount), discounted at a rate equal to the rate used to determine the amount of the Swap Premium (or some other reasonable rate). Prospective purchasers of Class A-3FL Certificates should consult their own tax advisors regarding the appropriate method of amortizing any Swap Premium. Regulations promulgated by the Treasury Department treat a non periodic payment made under the swap contract as a loan for federal income tax purposes if the payment is "significant." It is not known whether any Swap Premium would be treated in part as a loan under Treasury regulations. Under Treasury regulations (i) all taxpayers must recognize periodic payments with respect to a notional principal contract under the accrual method of accounting, and (ii) any periodic payments received under the Swap Contract must be netted against payments made under the Swap Contract and deemed made or received as a result of the Swap Premium over the recipient's taxable year, rather than accounted for on a gross basis. Net income or deduction with respect to net payments under a notional principal contract for a taxable year should constitute ordinary income or ordinary deduction. The IRS could contend the amount is capital gain or loss, but such treatment is unlikely, at least in the absence of further regulations. Any regulations requiring capital gain or loss treatment presumably would apply only prospectively. Individuals may be limited in their ability to deduct any such net deduction and should consult their tax advisor prior to investing in the Class A-3FL Certificates. Any amount of proceeds from the sale, redemption or retirement of a Class A-3FL Certificates that is considered to be allocated to the holder's rights under the Swap Contract or that the holder is deemed to have paid to the purchaser would be considered a "termination payment" allocable to such Certificate under Treasury regulations. A holder of a Class A-3FL Certificate will have gain or loss from such a termination equal to (A)(i) any termination payment it received or is deemed to have received minus (ii) the unamortized portion of any Swap Premium paid (or deemed paid) by the holder upon entering into or acquiring its interest in the Swap Contract or (B)(i) any termination payment it paid or is deemed to have paid minus (ii) the unamortized portion of the Swap Premium received upon entering into or acquiring its interest in the Swap Contract. Gain or loss realized upon the termination of the Swap Contract will generally be treated as capital gain or loss. Moreover, in the case of a bank or thrift institution, Section 582(c) of the Code would likely not apply to treat such gain or loss as ordinary. The Class A-3FL Certificates, representing a beneficial ownership in the Class A-3FL Regular Interest and in the Swap Contract, may constitute positions in a straddle, in which case the straddle rules of Section 1092 of the Code would apply. A selling holder's capital gain or loss with respect to such regular interest would be short term because the holding period would be tolled under the straddle rules. Similarly, capital gain or loss realized in connection with the termination of the Swap Contracts would be short term. If the holder of a Class A-3FL Certificate incurred or continued to incur indebtedness to acquire or hold such Class A-3FL Certificate, the holder would generally be required to capitalize a portion of the interest paid on such indebtedness until termination of the Swap Contract. S-212 METHOD OF DISTRIBUTION Subject to the terms and conditions set forth in the underwriting agreement, dated as of the date of this prospectus supplement (the "Underwriting Agreement"), among Deutsche Bank Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriters") and the Depositor, the Depositor has agreed to sell to the Underwriters, and the Underwriters have severally but not jointly agreed to purchase from the Depositor the respective Certificate Balances, or Notional Amounts, as applicable, of each class of Offered Certificates set forth below subject in each case to a variance of 5%. <TABLE> MERRILL LYNCH PIERCE, FENNER DEUTSCHE BANK BANC OF AMERICA CITIGROUP GLOBAL J.P. MORGAN & SMITH SECURITIES INC. SECURITIES LLC MARKETS INC. SECURITIES INC. INCORPORATED ----------------- ----------------- ------------------ ----------------- --------------- Class A-1 ........... $ 47,034,000 $ 23,517,000 $ -- $ -- $ -- Class A-2 ........... $ 78,243,333 $ 39,121,667 $ -- $ -- $ -- Class A-3FX ......... $ 120,000,000 $ 60,000,000 $ -- $ -- $ -- Class A-3FL ......... $ 16,666,667 $ 8,333,333 $ -- $ -- $ -- Class A-4 ........... $ 96,926,667 $ 48,463,333 $ -- $ -- $ -- Class A-5 ........... $ 78,778,667 $ 39,389,333 $ -- $ -- $ -- Class A-6 ........... $ 50,000,000 $ 25,000,000 $ -- $ -- $ -- Class A-AB .......... $ 49,668,000 $ 24,834,000 $ -- $ -- $ -- Class A-7A .......... $ 241,121,333 $120,560,667 $ -- $ 25,000,000 $ -- Class A-7B .......... $ 36,827,333 $ 18,413,667 $ -- $ -- $ -- Class A-1A .......... $ 296,660,000 $148,330,000 $ -- $ -- $ -- Class X-P ........... $1,380,237,333 $690,118,667 $ -- $ -- $ -- Class A-J ........... $ 107,568,667 $ 53,784,333 $ -- $ -- $ -- Class B ............. $ 8,817,333 $ 4,408,667 $ -- $ -- $ -- Class C ............. $ 19,397,333 $ 9,698,667 $ -- $ -- $ -- Class D ............. $ 14,107,333 $ 7,053,667 $ -- $ -- $ -- Class E ............. $ 22,924,667 $ 11,462,333 $ -- $ -- $ -- </TABLE> In the Underwriting Agreement, the Underwriters have severally but not jointly agreed, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Offered Certificates if any Offered Certificates are purchased. In the event of a default by any Underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the non-defaulting Underwriter may be increased or the Underwriting Agreement may be terminated. Further, the Depositor has agreed to indemnify the Underwriters and the Mortgage Loan Sellers, and the Underwriters have agreed to indemnify the Depositor, against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Depositor has been advised by the Underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the Depositor from the sale of Offered Certificates before deducting expenses payable by the Depositor estimated to be approximately $2,500,000, will be 101.33% of the initial aggregate Certificate Balance of the Offered Certificates, plus accrued interest on the Offered Certificates from August 1, 2005 (except with respect to the Class A-3FL Certificates). The Underwriters may effect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriters. In connection with the purchase and sale of the Offered Certificates offered hereby, the Underwriters may be deemed to have received compensation from the Depositor in the form of underwriting discounts. Deutsche Bank Securities Inc., is an affiliate of GACC, one of the Mortgage Loan Sellers. Banc of America Securities LLC is an affiliate of Bank of America, one of the Mortgage Loan Sellers. We cannot assure you that a secondary market for the Offered Certificates will develop or, if it does develop, that it will continue. The Underwriters expect to make, but are not obligated to make, a secondary market in the Offered Certificates. The primary source of ongoing information available to investors S-213 concerning the Offered Certificates will be the monthly statements discussed in the prospectus under "Description of the Certificates--Reports to Certificateholders," which will include information as to the outstanding principal balance of the Offered Certificates and the status of the applicable form of credit enhancement. Except as described in this prospectus supplement under "Description of the Certificates--Reports to Certificateholders; Certain Available Information," we cannot assure you that any additional information regarding the Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available. LEGAL MATTERS The validity of the Certificates will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York, and for the Underwriters by Thatcher Proffitt and Wood LLP, New York, New York. In addition, certain federal income tax matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP. RATINGS It is a condition to issuance that the Offered Certificates be rated not lower than the following ratings by Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch, Inc. ("Fitch"): <TABLE> CLASS S&P FITCH ------------------ ----- ------ A-1 ............ AAA AAA A-2 ............ AAA AAA A-3FX .......... AAA AAA A-3FL .......... AAA AAA A-4 ............ AAA AAA A-5 ............ AAA AAA A-6 ............ AAA AAA A-AB ........... AAA AAA A-7A ........... AAA AAA A-7B ........... AAA AAA A-1A ........... AAA AAA X-P ............ AAA AAA A-J ............ AAA AAA B .............. AA+ AA+ C .............. AA AA D .............. AA- AA- E .............. A A </TABLE> A securities rating on mortgage pass-through certificates addresses the likelihood of the timely receipt by their holders of interest and the ultimate repayment of principal to which they are entitled by the Rated Final Distribution Date. The rating takes into consideration the credit quality of the pool of mortgage loans, structural and legal aspects associated with the certificates, and the extent to which the payment stream from the pool of mortgage loans is adequate to make payments required under the certificates. The ratings on the Offered Certificates do not, however, constitute a statement regarding the likelihood, timing or frequency of prepayments (whether voluntary or involuntary) on the mortgage loans or the degree to which the payments might differ from those originally contemplated. In addition, a rating does not address the likelihood or frequency of voluntary or mandatory prepayments of mortgage loans, payment of Excess Interest, yield maintenance charges or net default interest. A rating on the Class A-3FL Certificates does not represent any assessment of whether the floating interest rate on such Certificates will convert to a fixed rate. Additionally, the ratings of the Class A-3FL S-214 Certificates do not address any costs associated with the floating rate swaps. With respect to the Class A-3FL Certificates, the rating agencies are only rating the receipt of interest up to the Pass-Through Rate applicable to the Class A-3FL Regular Interest, and are not rating the receipt of interest accrued at LIBOR plus 0.1250%. S&P's ratings do not address any shortfalls or delays in payment that investors in the Class A-3FL Certificates may experience as a result of the conversion of the Pass-Through Rate on the Class A-3FL Certificates, from a rate based on LIBOR to a fixed rate. In addition, these ratings on the Offered Certificates do not represent an assessment of: (i) the tax attributes of the Offered Certificates or of the trust; (ii) whether or to what extent prepayments of principal may be received on the mortgage loans; (iii) the degree to which the amount or frequency of prepayments of principal on the mortgage loans might differ from those originally anticipated; (iv) whether or to what extent the interest payable on any class of Offered Certificates may be reduced in connection with any Prepayment Interest Shortfalls; (v) whether and to what extent yield maintenance charges, default interest or Excess Interest will be received; or (vi) the yield to maturity that investors may experience. We cannot assure you as to whether any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating to any class of Offered Certificates and, if so, what the rating would be. A rating assigned to any class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned thereto by Fitch or S&P. The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. LEGAL INVESTMENT The Offered Certificates will not constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase certificates, is subject to significant interpretive uncertainties. No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates will constitute legal investments for them or are subject to investment, capital or other restrictions. ERISA CONSIDERATIONS A fiduciary of any retirement plan or other employee benefit plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which those plans, annuities, accounts or arrangements are invested, including insurance company general accounts, that is subject to the fiduciary responsibility rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (an "ERISA Plan") or which is a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law ("Similar Law") which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, with an ERISA Plan, a "Plan") should review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA, the Code or Similar Law or whether there exists any statutory or administrative exemption applicable thereto. Moreover, each Plan fiduciary should determine whether an investment in the Offered Certificates is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan's investment portfolio. S-215 The U.S. Department of Labor has issued substantially identical individual prohibited transaction exemptions to each of Deutsche Bank Securities Inc., Final Authorization Number 97-03E (December 9, 1996), Banc of America Securities LLC, Prohibited Transaction Exemption ("PTE") 93-31, 58 Fed. Reg. 28,620 (May 14, 1993), Citigroup Global Markets Inc., PTE 89-89, 54 Fed. Reg. 42,589 (October 17, 1989), J.P. Morgan Securities Inc., PTE 2002-19, 67 Fed. Reg. 14,979 (March 28, 2002), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, PTE 90-29, 55 Fed. Reg. 21,459 (May 24, 1990), each (except for PTE 2002-19, which was amended separately) as amended by PTE 97-34, 62 Fed. Reg. 39,021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67,765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54,487 (August 22, 2002) (collectively, the "Exemption"). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on the prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of the pools of mortgage loans, such as the pool of mortgage loans, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by the respective Underwriter, provided that certain conditions set forth in the Exemption are satisfied. The Exemption sets forth five general conditions which must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief. First, the acquisition of the Offered Certificates by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm's-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by S&P, Moody's or Fitch. Third, the Trustee cannot be an affiliate of any other member of the "Restricted Group" other than an Underwriter; the "Restricted Group" consists of any Underwriter, the Depositor, the Trustee, the Master Servicer, the Special Servicer, any sub-servicer, the Swap Counterparty any entity that provides insurance or other credit support to the trust fund and any mortgagor with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities. Fourth, the sum of all payments made to and retained by the Underwriters must represent not more than reasonable compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the Depositor pursuant to the assignment of the mortgage loans to the trust fund must represent not more than the fair market value of 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 that person's services under the Pooling and Servicing Agreement and reimbursement of the person's reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended. Further, the Exemption imposes additional requirements for purchases by Plans of classes of Certificates subject to swap contracts, such as the Class A-3FL Certificates, which benefit from the Swap Contracts; (a) Each swap contract must be an "eligible swap" with an "eligible swap counterparty" (as each term is defined in PTE 2002-41); (b) If a swap contract ceases to be an eligible swap and the swap contract cannot be replaced, the Trustee must notify Certificateholders that the Exemption will cease to apply with respect to the class or classes of Certificates subject to such swap contract; and (c) The fiduciary of a Plan purchasing any class of certificates subject to a swap contract must be either: o a "qualified professional asset manager" (as defined in PTE 84-14); o an "in house asset manager" (as defined in PTE 96-23); or o a Plan fiduciary with total assets under management of at least $100 million at the time of the acquisition of the Certificates by the Plan. The Depositor believes that the Swap Contract will meet all of the relevant requirements to be considered an "eligible swap" as of the Closing Date. However, any Plan contemplating purchase of the S-216 Class A-3FL Certificates must make its own determination that all of the additional requirements of the Exemption are satisfied as of the date of such purchase and during the time that the Plan holds the Class A-3FL Certificates. It is a condition of the Offered Certificates that they be rated not lower than the ratings set forth on the cover page hereof. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, that the Offered Certificates continue to satisfy the second and third general conditions set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own determination that the first, fourth and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate. The Exemption also requires that the trust fund meet the following requirements: (1) the trust fund must consist solely of assets of the type that have been included in other investment pools; (2) securities in those other investment pools must have been rated in one of the four highest categories of S&P, Moody's or Fitch for at least one year prior to the Plan's acquisition of Offered Certificates; and (3) securities in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan's acquisition of Offered Certificates. If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of Certificates between the Depositor or the Underwriters and a Plan when the Depositor, any of the Underwriters, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer or a borrower is a Party in Interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an "Excluded Plan" or any person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus supplement, an "Excluded Plan" is a Plan sponsored by any member of the Restricted Group. If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(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 Offered Certificates in the initial issuance of Certificates between the Depositor or the Underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those Certificates is (a) a borrower with respect to 5% or less of the fair market value of the mortgage loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. The Exemption will apply to the defeasance of a mortgage loan on the terms described in this prospectus supplement if the terms and conditions have been approved by Fitch and S&P and if the defeasance does not result in a reduction of the rating assigned to any of the Offered Certificates immediately prior to the defeasance. Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for transactions in connection with the servicing, management and operation of the pool of mortgage loans. Before purchasing an Offered Certificate, a fiduciary of a Plan should itself confirm that (1) the Offered Certificates constitute "securities" for purposes of the Exemption and (2) the specific and general conditions and the other requirements set forth in the Exemption would be satisfied. In addition to making its own determination as to the availability of the exemptive relief provided in the Exemption, the Plan S-217 fiduciary should consider the availability of any other prohibited transaction exemptions, including with respect to governmental plans, any exemptive relief afforded under Similar Law. See "Certain ERISA Considerations" in the prospectus. A purchaser of an Offered Certificate should be aware, however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions. The sale of Offered Certificates to a Plan is in no respect a representation by the Depositor or any of the Underwriters that this investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that this investment is appropriate for Plans generally or any particular Plan. Persons who have an ongoing relationship with the State Teachers Retirement System of Ohio, which is a governmental plan, should note that this plan owns an equity interest in the borrower with respect to one mortgage loan (identified as Loan No. 1 on Annex A-1 to this prospectus supplement). Such persons should consult with counsel regarding whether this relationship would affect their ability to purchase and hold Offered Certificates. S-218 INDEX OF PRINCIPAL DEFINITIONS 0% CPR ........................................ S-199 100% CPR ...................................... S-199 125 West 55th Street A-1 Loan ................. S-83 125 West 55th Street Mortgage Loan ............ S-83 125 West 55th Street Pari Passu Loans ......... S-83 125 West 55th Street Whole Loan ............... S-83 1301 Fannin A Note ............................ S-82 1301 Fannin A Noteholder ...................... S-82 1301 Fannin B Note ............................ S-82 1301 Fannin B Noteholder ...................... S-82 1301 Fannin Control Appraisal Event ........... S-82 1301 Fannin Controlling Holder ................ S-82 1301 Fannin Intercreditor Agreement ........... S-82 1301 Fannin Mortgage Loan ..................... S-82 1301 Fannin Mortgaged Property ................ S-82 30/360 Basis .................................. S-86 75% CPR ....................................... S-199 Accrued Certificate Interest .................. S-135 Accrued Interest From Recoveries .............. S-135 Actual/360 Basis .............................. S-86 Administrative Cost Rate ...................... S-134 Advances ...................................... S-147 Anticipated Prepayment Date ................... S-86 APD Loans ..................................... S-86 Appraisal Reduction ........................... S-150 Appraisal Reduction Amount .................... S-150 Appraisal Reduction Event ..................... S-149 Asset Status Report ........................... S-160 Assumed Final Distribution Date ............... S-141 Assumed Scheduled Payment ..................... S-138 Authenticating Agent .......................... S-118 Available Distribution Amount ................. S-122 B Notes ....................................... S-85 Bank of America ............................... S-77 Base Interest Fraction ........................ S-141 CBE ........................................... S-208 Certificate Account ........................... S-121 Certificate Balance ........................... S-115 Certificate Deferred Interest ................. S-145 Certificate Owner ............................. S-118 Certificate Registrar ......................... S-118 Certificateholders ............................ S-77 Certificates .................................. S-115 Class A Certificates .......................... S-115 Class A-3FL Available Funds ................... S-123 Class A-3FL Regular Interest .................. S-115 Class UHP Certificates ........................ S-188 Class UHP Directing Certificateholder ......... S-188 Class X Certificates .......................... S-115 Class X-C Strip Rates ......................... S-132 Class X-P (Class B) Fixed Strip Rate .......... S-134 Class X-P (Class C) Fixed Strip Rate .......... S-134 Class X-P (Class D) Fixed Strip Rate .......... S-134 Class X-P Strip Rates ......................... S-134 Clearstream, Luxembourg ....................... S-118 Closing Date .................................. S-76 CNCEP ......................................... S-194 Code .......................................... S-210 Collateral Support Deficit .................... S-144 Condemnation Proceeds ......................... S-121 Constant Prepayment Rate ...................... S-198 Controlling Class ............................. S-161 Controlling Class Certificateholder ........... S-161 Corrected Mortgage Loan ....................... S-160 CPR ........................................... S-198 Cross-Over Date ............................... S-130 Cut-off Date .................................. S-76 Cut-off Date Balance .......................... S-76 Debt Service Coverage Ratio ................... S-93 Defaulted Mortgage Loan ....................... S-171 Defeasance Loan ............................... S-108 Defeasance Lockout Period ..................... S-89 Defeasance Option ............................. S-89 Depositor ..................................... S-76 Depositories .................................. S-118 Determination Date ............................ S-150 Direct Participants ........................... S-118 Directing Certificateholder ................... S-161 Distributable Certificate Interest ............ S-135 Distribution Account .......................... S-121 Distribution Date ............................. S-120 DSCR .......................................... S-93 DTC ........................................... S-118 Due Period .................................... S-123 Environmental Report .......................... S-106 ERISA ......................................... S-215 ERISA Plan .................................... S-215 Euroclear ..................................... S-118 Euroclear plc ................................. S-119 Events of Default ............................. S-178 Excess Interest ............................... S-135 Excess Interest Distribution Account .......... S-122 Excess Liquidation Proceeds ................... S-122, S-139 Excess Liquidation Proceeds Reserve Account ....................................... S-122 Excluded Plan ................................. S-217 Exemption ..................................... S-216 Fee Interest .................................. S-109 FIRREA ........................................ S-96 S-219 Fiscal Agent .............................. S-157 Fitch ..................................... S-214 Form 8-K .................................. S-93 FPO Persons ............................... S-4 FSMA ...................................... S-4 GACC ...................................... S-77 GECC ...................................... S-76 GECMC 2005-C2 Master Servicer ............. S-186 GECMC 2005-C2 Pooling and Servicing Agreement ................................. S-83 GECMC 2005-C2 Special Servicer ............ S-186 GECMC 2005-C2 Trustee ..................... S-186 Ground Lease .............................. S-109 Group 1 Principal Distribution Amount ..... S-136 Group 1 Principal Shortfall ............... S-138 Group 2 Principal Distribution Amount...... S-137 Group 2 Principal Shortfall ............... S-139 Hard Lock Box ............................. S-113 Indirect Participants ..................... S-118 Initial Loan Group 1 Balance .............. S-76 Initial Loan Group 2 Balance .............. S-76 Initial Pool Balance ...................... S-76 Initial Rate .............................. S-86 Insurance Proceeds ........................ S-121 Interest Accrual Period ................... S-135 Interest Distribution Amount .............. S-135 Interest Reserve Account .................. S-122 IRS ....................................... S-174 IXIS ...................................... S-194 IXIS CIB .................................. S-194 LIBOR ..................................... S-132 LIBOR Business Day ........................ S-132 LIBOR Determination Date .................. S-132 Liquidation Fee ........................... S-164 Liquidation Fee Rate ...................... S-164 Liquidation Proceeds ...................... S-121 Loan Group 1 .............................. S-76 Loan Group 2 .............................. S-76 Loan Groups ............................... S-76 Lock Box Accounts ......................... S-113 Lock Box Loans ............................ S-113 Lock-out Period ........................... S-88 Loews Universal Hotel Portfolio B Notes ..................................... S-79 Loews Universal Hotel Portfolio Companion Loans ........................... S-79 Loews Universal Hotel Portfolio Control Appraisal Event ........................... S-188 Loews Universal Hotel Portfolio Cure Event ..................................... S-190 Loews Universal Hotel Portfolio Mortgage Loan ............................. S-79 Loews Universal Hotel Portfolio Pari Passu Loans ............................... S-79 Loews Universal Hotel Portfolio Senior Loans ..................................... S-79 Loews Universal Hotel Portfolio Whole Loan ...................................... S-79 Lower-Tier Distribution Account ........... S-121 Lower-Tier REMIC .......................... S-210 LTV Ratio ................................. S-94 MAI ....................................... S-150 MERS ...................................... S-75 Mezz Cap Mortgage Loans ................... S-84 Mezz Cap Whole Loan ....................... S-84 Midland ................................... S-161 Mortgage .................................. S-76 Mortgage Deferred Interest ................ S-145 Mortgage Loan Sellers ..................... S-77 Mortgage Note ............................. S-76 Mortgage Rate ............................. S-134 Mortgaged Property ........................ S-76 Net Mortgage Rate ......................... S-134 Non-Offered Certificates .................. S-115 Non-Offered Subordinate Certificates ...... S-143 Nonrecoverable Advance .................... S-147 Non-Serviced Mortgage Loan Servicing Fee Rate .................................. S-163 Notional Amount ........................... S-116 Offered Certificates ...................... S-115 Oglethorpe Mall Mortgage Loan ............. S-81 Oglethorpe Mall Pari Passu Loan ........... S-81 Oglethorpe Mall Whole Loan ................ S-81 OID ....................................... S-210 One Main Place B Note ..................... S-84 One Main Place Mortgage Loan .............. S-84 One Main Place Whole Loan ................. S-84 Option Price .............................. S-172 Pari Passu Loans .......................... S-85 Participants .............................. S-118 Pass-Through Rate ......................... S-130 PCIS Persons .............................. S-4 Percentage Interest ....................... S-118 Periodic Payments ......................... S-93 Permitted Investments ..................... S-122 Plan ...................................... S-215 Planned Principal Balance ................. S-140 Pooling and Servicing Agreement ........... S-115 Prepayment Assumption ..................... S-210 Prepayment Interest Shortfall ............. S-135 S-220 Prime Rate ................................... S-149 Principal Distribution Amount ................ S-136 Principal Shortfall .......................... S-138 Privileged Person ............................ S-153 PTE .......................................... S-216 Purchase Agreements .......................... S-77 Purchase Option .............................. S-172 Purchase Price ............................... S-111 P&I Advance .................................. S-145 Qualified Substitute Mortgage Loan ........... S-112 Rated Final Distribution Date ................ S-142 Rating Agency Trigger Event .................. S-193 Record Date .................................. S-120 Regular Certificates ......................... S-210 Reimbursement Rate ........................... S-149 Related Proceeds ............................. S-147 Release Date ................................. S-89 Relevant Persons ............................. S-4 REMIC ........................................ S-210 REMIC Provisions ............................. S-210 REO Loan ..................................... S-139 REO Property ................................. S-160 Residual Certificates ........................ S-115 Restricted Group ............................. S-216 Revised Rate ................................. S-86 Rules ........................................ S-119 Scheduled Principal Distribution Amount ....................................... S-137 Senior Certificates .......................... S-115 Series 2005-CIBC12 Master Servicer ........... S-187 Series 2005-CIBC12 Pooling and Servicing Agreement .......................... S-79 Series 2005-CIBC12 Servicer .................. S-79 Series 2005-CIBC12 Special Servicer .......... S-80, S-188 Series 2005-CIBC12 Trustee ................... S-187 Serviced B Notes ............................. S-84 Serviced Mortgage Loans ...................... S-84 Serviced Whole Loan .......................... S-84 Servicer Remittance Date ..................... S-145 Servicer Reports ............................. S-153 Servicing Advances ........................... S-147 Servicing Fee ................................ S-163 Servicing Fee Rate ........................... S-163 Servicing Standard ........................... S-159 SFH Area ..................................... S-105 Similar Law .................................. S-215 Soft at Closing, Springing Hard .............. S-113 Soft Lock Box ................................ S-113 Special Servicing Fee ........................ S-163 Special Servicing Fee Rate ................... S-163 Specially Serviced Mortgage Loans ............ S-160 Springing Hard ............................... S-113 Springing Lock Box Loan ...................... S-113 Stated Principal Balance ..................... S-139 Statement to Certificateholders .............. S-151 Subordinate Certificates ..................... S-115 Subordinate Offered Certificates ............. S-115 Swap Contract ................................ S-192 Swap Counterparty ............................ S-192 Swap Default ................................. S-193 S&P .......................................... S-105, S-214 Terms and Conditions ......................... S-120 Tinley Crossings-8151 W 183rd B Note ......... S-84 Tinley Crossings-8151 W 183rd Mortgage Loan ................................ S-84 Tinley Crossings-8151 W 183rd Whole Loan ......................................... S-84 Title Exceptions ............................. S-103 Title Insurance Policy ....................... S-104 Trustee ...................................... S-77, S-156 Trustee Fee .................................. S-157 Trustee Fee Rate ............................. S-157 Uncovered Prepayment Interest Shortfall .................................... S-136 Underwriters ................................. S-213 Underwriting Agreement ....................... S-213 Underwritten Net Cash Flow ................... S-94 Unscheduled Principal Distribution Amount ....................................... S-138 Upper-Tier Distribution Account .............. S-121 Upper-Tier REMIC ............................. S-210 Voting Rights ................................ S-155 WAC Rate ..................................... S-134 Withheld Amounts ............................. S-122 Withheld Loans ............................... S-122 Workout Fee .................................. S-164 Workout Fee Rate ............................. S-164 Workout-Delayed Reimbursement Amount ....................................... S-148 Yield Maintenance Charge ..................... S-88 Yield Maintenance Period ..................... S-197 S-221 [THIS PAGE INTENTIONALLY LEFT BLANK] GE COMMERCIAL MORTGAGE CORPORATION, SERIES 2005-C3 <TABLE> ANNEX A-1 - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES % BY % BY APPLICABLE MORTGAGE INITIAL POOL LOAN GROUP LOAN GROUP # OF LOAN ORIGINAL ID PROPERTY NAME BALANCE ONE OR TWO BALANCE PROPERTIES SELLER(1) BALANCE(14) - ------------------------------------------------------------------------------------------------------------------------------------ 1 Oakland City Center 7.09% 1 8.98% 1 GACC 150,000,000 2 Inland Hewitt Office Portfolio 6.13% 1 7.77% 2 GERE 129,800,000 2.1 4 Overlook Point 4.42% 1 5.60% 1 GERE 93,622,440 2.2 Half Day Road 1.71% 1 2.16% 1 GERE 36,177,560 3 Garden City Plaza 4.65% 1 5.88% 1 BofA 98,539,456 - ------------------------------------------------------------------------------------------------------------------------------------ 4 123 William Street 4.25% 1 5.39% 1 BofA 90,000,000 5 Medici Apartments 4.25% 2 20.23% 1 BofA 90,000,000 6 Loews Universal Hotel Portfolio 3.78% 1 4.79% 3 GACC 80,000,000 6.1 Loews Portofino Bay 1.53% 1 1.94% 1 GACC 32,355,556 6.2 Loews Royal Pacific 1.29% 1 1.63% 1 GACC 27,200,000 - ------------------------------------------------------------------------------------------------------------------------------------ 6.3 Hard Rock Hotel 0.97% 1 1.22% 1 GACC 20,444,444 7 Oglethorpe Mall 3.54% 1 4.48% 1 GACC 75,000,000 8 1301 Fannin 3.34% 1 4.23% 1 BofA 70,700,000 9 One Main Place 3.26% 1 4.13% 1 GERE 69,000,000 10 The Barlow Building 2.92% 1 3.70% 1 GERE 61,750,000 - ------------------------------------------------------------------------------------------------------------------------------------ 11 125 West 55th Street 2.36% 1 2.99% 1 GACC 50,000,000 12 25 West 45th Street 2.12% 1 2.69% 1 BofA 45,000,000 13 11 Dupont Circle 2.06% 1 2.61% 1 BofA 43,600,000 14 330 7th Avenue 1.94% 1 2.45% 1 GACC 41,000,000 15 Spirit Finance Portfolio 1.85% 1 2.34% 4 GACC 39,200,000 - ------------------------------------------------------------------------------------------------------------------------------------ 15.1 CarMax Jacksonville 0.59% 1 0.75% 1 GACC 12,600,000 15.2 CarMax Ontario 0.50% 1 0.63% 1 GACC 10,570,000 15.3 CarMax Pompano Beach 0.38% 1 0.48% 1 GACC 8,050,000 15.4 CarMax Midlothian 0.38% 1 0.48% 1 GACC 7,980,000 16 Greens at Irene 1.37% 2 6.52% 1 GERE 29,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ 17 Village at Main Street Shopping Center 1.33% 1 1.69% 1 GACC 28,250,000 18 Wiener Apartment Portfolio XI 1.28% 2 6.09% 4 GACC 27,125,000 18.1 671-681 West 193rd Street 0.46% 2 2.21% 1 GACC 9,828,824 18.2 11 Hillside Avenue 0.35% 2 1.68% 1 GACC 7,467,353 18.3 4530 Broadway 0.34% 2 1.60% 1 GACC 7,148,235 - ------------------------------------------------------------------------------------------------------------------------------------ 18.4 240 East 18th Street 0.13% 2 0.60% 1 GACC 2,680,588 19 Red Hawk at Sheely Farms 1.27% 2 6.06% 1 GERE 26,975,000 20 Ivystone Apartments 1.25% 2 5.96% 1 GACC 26,500,000 21 Marriott Courtyard - San Diego 1.22% 1 1.54% 1 GACC 25,750,000 22 Bakersfield Office Portfolio 0.91% 1 1.15% 3 GACC 19,200,000 - ------------------------------------------------------------------------------------------------------------------------------------ 22.1 Cal Twin Centre 0.63% 1 0.80% 1 GACC 13,402,353 22.2 Parkway Center I 0.21% 1 0.27% 1 GACC 4,442,353 22.3 Parkway Center II 0.06% 1 0.08% 1 GACC 1,355,294 23 South View Apartments 0.89% 2 4.25% 1 GERE 18,918,000 24 Residence Inn El Segundo 0.84% 1 1.06% 1 GACC 17,750,000 - ------------------------------------------------------------------------------------------------------------------------------------ 25 Renaissance Towne Center 0.82% 1 1.04% 1 GERE 17,375,000 26 Brewery Station 0.77% 1 0.98% 1 BofA 16,300,000 27 Chapel Ridge 0.76% 2 3.64% 1 GERE 16,180,000 28 The Market at Parmer Lane 0.76% 1 0.96% 1 BofA 16,000,000 29 Town & Country Shopping Center 0.74% 1 0.94% 1 GERE 15,700,000 - ------------------------------------------------------------------------------------------------------------------------------------ 30 Woodmen Valley Shopping Center 0.71% 1 0.90% 1 GERE 15,000,000 31 Kona Coast Shopping Center 0.70% 1 0.89% 1 GACC 14,800,000 32 Lindsey Office Portfolio 0.69% 1 0.87% 3 GERE 14,500,000 32.1 Lindsey Office - Lakeside Center I 0.28% 1 0.36% 1 GERE 5,934,000 32.2 Lindsey Office - Millsap 0.27% 1 0.34% 1 GERE 5,626,000 - ------------------------------------------------------------------------------------------------------------------------------------ 32.3 Lindsey Office - Lakeside Center II 0.14% 1 0.18% 1 GERE 2,940,000 33 Stone Gate Apartments 0.67% 2 3.21% 1 GERE 14,264,000 34 Westpark Shopping Center 0.62% 1 0.79% 1 GERE 13,170,000 35 Ivy Hollow Apartments 0.61% 2 2.92% 1 GACC 13,000,000 36 Arapahoe Village 0.61% 1 0.78% 1 GERE 13,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ 37 12000 Biscayne Office Building 0.61% 1 0.78% 1 GERE 13,000,000 38 Oak Lake Apartments 0.61% 2 2.91% 1 GACC 12,960,000 39 Premiere Place Shopping Center 0.60% 1 0.77% 1 BofA 12,800,000 40 Springs MHC 0.57% 1 0.72% 1 GERE 12,100,000 41 Doheny Village Center 0.57% 1 0.72% 1 BofA 12,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ 42 Windstone MHC - IPG Portfolio 0.56% 1 0.71% 4 GERE 11,870,000 42.1 The Pines MHC - IPG 0.25% 1 0.31% 1 GERE 5,227,866 42.2 Windstone MHC - IPG 0.11% 1 0.14% 1 GERE 2,321,932 42.3 Meadow View MHC - IPG 0.11% 1 0.14% 1 GERE 2,300,824 42.4 River Place MHC - IPG 0.10% 1 0.12% 1 GERE 2,019,378 - ------------------------------------------------------------------------------------------------------------------------------------ 43 Nittany Crossing Apartments 0.56% 2 2.66% 1 GERE 11,830,000 44 State College Park Apartments 0.56% 2 2.64% 1 GERE 11,759,400 45 Shaws Marketplace 0.55% 1 0.70% 1 BofA 11,680,000 46 Plano Tech Center 0.55% 1 0.69% 1 GERE 11,550,000 47 Dimmock Square Shopping Center 0.54% 1 0.69% 1 GERE 11,500,000 - ------------------------------------------------------------------------------------------------------------------------------------ 48 Crown Woods Apartments 0.53% 2 2.51% 1 GERE 11,200,000 49 Senior Aerospace 0.51% 1 0.65% 1 BofA 10,875,000 50 One Sovereign Place Apartments 0.50% 2 2.38% 1 BofA 10,600,000 51 Red Mountain Plaza 0.50% 1 0.63% 1 BofA 10,500,000 52 Gold Canyon RV Park 0.49% 1 0.63% 1 GERE 10,450,000 - ------------------------------------------------------------------------------------------------------------------------------------ 53 Drum Hill Shopping Center 0.49% 1 0.61% 1 BofA 10,275,000 54 Deer Valley Apartments 0.46% 2 2.21% 1 GERE 9,840,000 55 Westgate Plaza 0.46% 1 0.58% 1 GERE 9,650,000 56 Arbor Crest Apartments 0.43% 2 2.02% 1 GACC 9,000,000 57 Chino Promenade 0.43% 1 0.54% 1 GACC 9,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ 58 San Mateo Apartments 0.42% 2 2.00% 1 GERE 8,880,000 59 Dover Shopping Center 0.42% 1 0.53% 1 GACC 8,800,000 60 1608 Chestnut Street 0.41% 1 0.52% 1 GACC 8,650,000 61 Greenbrier at Tanasbourne Apartments 0.40% 2 1.91% 1 GERE 8,500,000 62 Avanti Apartments 0.38% 2 1.80% 1 GERE 8,000,000 - ------------------------------------------------------------------------------------------------------------------------------------ 63 Alderwood Retail 0.37% 1 0.47% 1 GERE 7,880,000 64 Homewood Suites-Tallahassee 0.35% 1 0.45% 1 BofA 7,500,000 65 Graham Town Center 0.34% 1 0.43% 1 BofA 7,200,000 66 Princess Anne Farm Fresh 0.33% 1 0.42% 1 GACC 7,000,000 67 Sand Pebble Apartments 0.33% 2 1.56% 1 GERE 6,935,000 - ------------------------------------------------------------------------------------------------------------------------------------ 68 West 45th Business Center 0.33% 1 0.41% 1 GERE 6,900,000 69 Tinley Crossings - 8151 W 183rd 0.32% 1 0.41% 1 GERE 6,880,000 70 Terrace Apartments 0.31% 2 1.48% 1 GERE 6,580,000 71 Portland Storage - Spokane 0.31% 1 0.39% 2 BofA 6,571,439 71.1 Portland Storage - Spokane North 0.24% 1 0.30% 1 BofA 4,987,960 - ------------------------------------------------------------------------------------------------------------------------------------ 71.2 Portland Storage - Spokane East 0.07% 1 0.09% 1 BofA 1,583,479 72 Links at Harrison 0.31% 2 1.46% 1 GERE 6,500,000 73 Centre of Merritt 0.31% 1 0.39% 1 GERE 6,500,000 74 Landmark Apartments 0.30% 2 1.43% 1 GERE 6,400,000 75 The Groves 0.30% 1 0.38% 1 GERE 6,300,000 - ------------------------------------------------------------------------------------------------------------------------------------ 76 Hamilton Mill on Bentley 0.29% 2 1.40% 1 BofA 6,240,000 77 Briarwood MHC 0.29% 2 1.36% 1 GERE 6,050,000 78 105-115 Bennett Avenue 0.29% 2 1.36% 1 GACC 6,050,000 79 Castro Valley Hayward Storage 0.28% 1 0.36% 1 GERE 6,000,000 80 Chartwell Medical Office Building 0.27% 1 0.34% 1 GERE 5,700,000 - ------------------------------------------------------------------------------------------------------------------------------------ 81 Luna Crossing 0.27% 1 0.34% 1 GERE 5,700,000 82 Stor-N-Loc Santa Rosa 0.26% 1 0.33% 1 GERE 5,600,000 83 Shoppes at Corporate Park 0.26% 1 0.33% 1 GERE 5,500,000 84 Sunrise RV Park 0.25% 1 0.32% 1 GERE 5,300,000 85 Tinley Crossings - 18410 Crossings Dr 0.25% 1 0.31% 1 GERE 5,240,000 - ------------------------------------------------------------------------------------------------------------------------------------ 86 Valley View Market 0.24% 1 0.31% 1 GERE 5,150,000 87 Windemere & Mill Creek MHCs - IPG 0.24% 1 0.30% 2 GERE 5,090,000 87.1 Windemere MHC 0.12% 1 0.15% 1 GERE 2,577,815 87.2 Mill Creek MHC 0.12% 1 0.15% 1 GERE 2,512,185 88 8300 Bissonnet 0.22% 1 0.28% 1 GERE 4,758,000 - ------------------------------------------------------------------------------------------------------------------------------------ 89 Western Way RV Resort 0.22% 1 0.28% 1 GERE 4,740,000 90 Clearwater Ridge Apartments 0.22% 2 1.06% 1 GERE 4,700,000 91 Valle Sereno Apartments 0.21% 2 1.02% 1 GERE 4,520,000 92 Three Corporate Centre 0.21% 1 0.27% 1 GERE 4,500,000 93 Raytown Walgreens 0.21% 1 0.27% 1 GERE 4,480,000 - ------------------------------------------------------------------------------------------------------------------------------------ 94 Longview MHC 0.21% 1 0.26% 1 GERE 4,425,000 95 7926 South Madison Street 0.21% 1 0.26% 1 GERE 4,400,000 96 Hidden Village MHC 0.21% 1 0.26% 1 GERE 4,350,000 97 Hialeah 0.20% 1 0.26% 1 GERE 4,300,000 98 Storage One @ Stephanie 0.20% 1 0.26% 1 GERE 4,300,000 - ------------------------------------------------------------------------------------------------------------------------------------ 99 Yelland - Long Beach 0.19% 1 0.24% 1 GERE 4,050,000 100 Castle Hills Self Storage 0.19% 1 0.24% 1 GERE 4,025,000 101 Storaway Orlando 0.19% 1 0.24% 1 GERE 3,950,000 102 Storage Max Self Storage 0.18% 1 0.23% 1 GERE 3,890,000 103 Auburn Green 0.18% 2 0.86% 1 GERE 3,827,000 - ------------------------------------------------------------------------------------------------------------------------------------ 104 2105 Corporate Drive 0.18% 1 0.22% 1 GERE 3,750,000 105 Skaff Apartments 0.18% 2 0.84% 1 GERE 3,750,000 106 326 North Rodeo Drive 0.17% 1 0.22% 1 BofA 3,600,000 107 Santa Paula Self Storage 0.17% 1 0.22% 1 GERE 3,600,000 108 Storage One @ Annie Oakley 0.17% 1 0.22% 1 GERE 3,600,000 - ------------------------------------------------------------------------------------------------------------------------------------ 109 Hawthorne Self Storage 0.17% 1 0.21% 1 GERE 3,500,000 110 Advantage Self Storage Rockwall 0.16% 1 0.21% 1 GERE 3,475,000 111 Tanglewood Apartments 0.16% 2 0.77% 1 GERE 3,425,000 112 La Mirada Apartments 0.16% 2 0.75% 1 GERE 3,340,000 113 Lumber River Village 0.15% 1 0.19% 1 GERE 3,190,000 - ------------------------------------------------------------------------------------------------------------------------------------ 114 Castro Valley Storage 0.15% 1 0.19% 1 GERE 3,113,000 115 Shurgard Eastland/COTT 0.15% 1 0.19% 2 BofA 3,100,000 115.1 Shurgard - Charlotte 0.09% 1 0.11% 1 BofA 1,903,509 115.2 Shurgard - Matthews 0.06% 1 0.07% 1 BofA 1,196,491 116 Meadows at Carson Creek 0.15% 2 0.70% 1 GERE 3,100,000 - ------------------------------------------------------------------------------------------------------------------------------------ 117 Merced Mobile Estates 0.14% 2 0.68% 1 GERE 3,015,000 118 Fairfield Self Storage 0.14% 1 0.18% 1 GERE 3,000,000 119 Storage One @ Rock Springs 0.14% 1 0.17% 1 GERE 2,900,000 120 Budget Self Storage of Tampa 0.13% 1 0.16% 1 GERE 2,700,000 121 A Storage Place - Englewood 0.12% 1 0.15% 1 GERE 2,520,000 - ------------------------------------------------------------------------------------------------------------------------------------ 122 Storage One at Ann Road 0.11% 1 0.14% 1 GERE 2,400,000 123 Cambridge Square II 0.11% 2 0.53% 1 GERE 2,350,000 124 StreetSide at Greenville 0.11% 1 0.14% 1 GERE 2,300,000 125 Advantage Self Storage Rowlett 0.11% 1 0.14% 1 GERE 2,288,000 126 Tyrone Village MHC 0.11% 1 0.14% 1 GERE 2,265,000 - ------------------------------------------------------------------------------------------------------------------------------------ 127 Roanoke Corners 0.10% 1 0.12% 1 GERE 2,040,000 128 Sedona Peak Apartments 0.09% 2 0.45% 1 GERE 2,000,000 129 Storage One @ Pecos Mini 0.09% 1 0.11% 1 GERE 1,900,000 130 Apache Arms Apartments 0.09% 2 0.41% 1 GERE 1,811,000 131 WSG Las Cruces 0.09% 1 0.11% 1 GERE 1,800,000 - ------------------------------------------------------------------------------------------------------------------------------------ 132 Thomas Crossroads 0.07% 1 0.08% 1 GERE 1,400,000 CUT-OFF GENERAL DETAILED INTEREST ORIGINAL DATE PROPERTY PROPERTY INTEREST ADMINISTRATIVE ACCRUAL TERM TO MATURITY ID BALANCE TYPE TYPE RATE(12) FEE RATE BASIS OR APD (MOS.)(11) - ----------------------------------------------------------------------------------------------------------------------------------- 1 150,000,000 Office CBD 4.6290% 0.0310% Actual/360 60 2 129,800,000 Office Suburban 5.0400% 0.0310% 30/360 60 2.1 93,622,440 Office Suburban 2.2 36,177,560 Office Suburban 3 98,339,043 Office Suburban 5.5175% 0.0610% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 4 90,000,000 Office CBD 5.3690% 0.0610% Actual/360 120 5 90,000,000 Multifamily Conventional 5.0670% 0.0310% Actual/360 60 6 80,000,000 Hotel Full Service 4.7250% 0.0210% Actual/360 120 6.1 32,355,556 Hotel Full Service 6.2 27,200,000 Hotel Full Service - ----------------------------------------------------------------------------------------------------------------------------------- 6.3 20,444,444 Hotel Full Service 7 74,918,248 Retail Anchored 4.8913% 0.0310% Actual/360 84 8 70,700,000 Office CBD 5.6301% 0.0410% Actual/360 60 9 69,000,000 Office CBD 5.3500% 0.0410% Actual/360 84 10 61,750,000 Office Suburban 5.0400% 0.0310% Actual/360 84 - ----------------------------------------------------------------------------------------------------------------------------------- 11 50,000,000 Office CBD 5.7433% 0.0310% 30/360 60 12 44,953,685 Office CBD 5.1350% 0.0610% Actual/360 120 13 43,600,000 Office CBD 5.3530% 0.0610% Actual/360 60 14 41,000,000 Office CBD 4.9970% 0.0310% Actual/360 121 15 39,161,225 Retail Unanchored 5.3000% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 15.1 12,587,537 Retail Unanchored 15.2 10,559,545 Retail Unanchored 15.3 8,042,037 Retail Unanchored 15.4 7,972,107 Retail Unanchored 16 29,000,000 Multifamily Conventional 5.1600% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 17 28,250,000 Mixed Use Retail/Office 5.4850% 0.0310% Actual/360 120 18 27,097,842 Multifamily Conventional 5.2500% 0.0310% Actual/360 60 18.1 9,818,983 Multifamily Conventional 18.2 7,459,877 Multifamily Conventional 18.3 7,141,078 Multifamily Conventional - ----------------------------------------------------------------------------------------------------------------------------------- 18.4 2,677,904 Multifamily Conventional 19 26,975,000 Multifamily Conventional 5.1500% 0.0310% 30/360 120 20 26,500,000 Multifamily Conventional 5.1000% 0.0310% Actual/360 121 21 25,750,000 Hotel Full Service 5.6050% 0.0310% Actual/360 121 22 19,200,000 Office CBD 5.0200% 0.0310% Actual/360 61 - ----------------------------------------------------------------------------------------------------------------------------------- 22.1 13,402,353 Office CBD 22.2 4,442,353 Office CBD 22.3 1,355,294 Office CBD 23 18,918,000 Multifamily Student Housing 4.5600% 0.0310% Actual/360 120 24 17,750,000 Hotel Extended Stay 5.6050% 0.0310% Actual/360 121 - ----------------------------------------------------------------------------------------------------------------------------------- 25 17,375,000 Retail Anchored 5.1300% 0.0310% Actual/360 120 26 16,300,000 Industrial Office/Warehouse 5.0000% 0.0610% Actual/360 120 27 16,180,000 Multifamily Student Housing 4.6100% 0.0310% Actual/360 84 28 16,000,000 Retail Anchored 4.9480% 0.0610% Actual/360 120 29 15,684,129 Retail Anchored 5.2100% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 30 15,000,000 Retail Anchored 5.4600% 0.0310% Actual/360 120 31 14,800,000 Retail Anchored 5.0600% 0.0310% Actual/360 121 32 14,500,000 Office Suburban 5.4800% 0.0310% Actual/360 120 32.1 5,934,000 Office Suburban 32.2 5,626,000 Office Suburban - ----------------------------------------------------------------------------------------------------------------------------------- 32.3 2,940,000 Office Suburban 33 14,264,000 Multifamily Student Housing 4.5600% 0.0310% Actual/360 120 34 13,170,000 Retail Anchored 5.1900% 0.0310% Actual/360 120 35 13,000,000 Multifamily Conventional 5.2350% 0.0310% Actual/360 121 36 13,000,000 Retail Anchored 5.1300% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 37 13,000,000 Office Suburban 5.4800% 0.0310% Actual/360 121 38 12,960,000 Multifamily Conventional 5.1000% 0.0310% Actual/360 121 39 12,800,000 Retail Anchored 5.2170% 0.1110% Actual/360 120 40 12,100,000 Manufactured Housing Manufactured Housing 5.0500% 0.0310% Actual/360 120 41 11,988,811 Retail Unanchored 5.5400% 0.0610% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 42 11,870,000 Manufactured Housing Manufactured Housing 4.8500% 0.0310% Actual/360 60 42.1 5,227,866 Manufactured Housing Manufactured Housing 42.2 2,321,932 Manufactured Housing Manufactured Housing 42.3 2,300,824 Manufactured Housing Manufactured Housing 42.4 2,019,378 Manufactured Housing Manufactured Housing - ----------------------------------------------------------------------------------------------------------------------------------- 43 11,830,000 Multifamily Student Housing 4.7000% 0.0310% Actual/360 60 44 11,759,400 Multifamily Student Housing 4.7000% 0.0310% Actual/360 60 45 11,680,000 Retail Anchored 5.1290% 0.0610% Actual/360 120 46 11,550,000 Industrial Office/Warehouse 5.5500% 0.0310% Actual/360 120 47 11,474,495 Retail Anchored 5.1100% 0.0810% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 48 11,175,882 Multifamily Conventional 5.2500% 0.0310% Actual/360 120 49 10,875,000 Industrial Industrial/Warehouse 5.0880% 0.0610% Actual/360 120 50 10,600,000 Multifamily Conventional 5.0340% 0.0610% Actual/360 120 51 10,489,258 Retail Shadow Anchored 5.1600% 0.0610% Actual/360 120 52 10,450,000 Manufactured Housing RV Park 5.3500% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 53 10,275,000 Retail Anchored 4.6880% 0.0610% Actual/360 120 54 9,817,993 Multifamily Conventional 5.0700% 0.0310% Actual/360 120 55 9,650,000 Retail Shadow Anchored 5.3000% 0.0310% Actual/360 120 56 9,000,000 Multifamily Conventional 5.2800% 0.0310% Actual/360 120 57 9,000,000 Retail Anchored 4.9800% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 58 8,880,000 Multifamily Conventional 5.0000% 0.0710% Actual/360 120 59 8,791,401 Retail Anchored 5.3500% 0.0310% Actual/360 120 60 8,650,000 Office CBD 5.3700% 0.0310% Actual/360 121 61 8,500,000 Multifamily Conventional 4.9300% 0.0310% Actual/360 120 62 8,000,000 Multifamily Conventional 5.0900% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 63 7,880,000 Retail Shadow Anchored 5.1700% 0.0310% Actual/360 120 64 7,489,844 Hotel Limited Service 5.6940% 0.0610% Actual/360 120 65 7,192,480 Retail Shadow Anchored 5.0730% 0.0610% Actual/360 120 66 7,000,000 Retail Anchored 5.3500% 0.0310% Actual/360 120 67 6,935,000 Multifamily Conventional 5.0000% 0.0710% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 68 6,900,000 Office Suburban 5.3500% 0.0310% Actual/360 120 69 6,873,028 Office Suburban 5.2000% 0.0310% Actual/360 120 70 6,573,268 Multifamily Conventional 5.1600% 0.0710% Actual/360 120 71 6,571,439 Self Storage Self Storage 5.2300% 0.0610% Actual/360 120 71.1 4,987,960 Self Storage Self Storage - ----------------------------------------------------------------------------------------------------------------------------------- 71.2 1,583,479 Self Storage Self Storage 72 6,500,000 Multifamily Conventional 4.9800% 0.0310% Actual/360 120 73 6,479,638 Retail Anchored 5.1800% 0.0310% Actual/360 120 74 6,380,329 Multifamily Conventional 5.3800% 0.0310% Actual/360 120 75 6,300,000 Manufactured Housing Manufactured Housing 4.9500% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 76 6,240,000 Multifamily Conventional 5.1000% 0.0610% Actual/360 120 77 6,050,000 Manufactured Housing Manufactured Housing 5.2900% 0.0310% Actual/360 120 78 6,043,943 Multifamily Conventional 5.2500% 0.0310% Actual/360 60 79 5,987,619 Self Storage Self Storage 5.4500% 0.0310% Actual/360 120 80 5,700,000 Office Medical 5.0800% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 81 5,700,000 Retail Shadow Anchored 5.1400% 0.0310% Actual/360 120 82 5,593,021 Self Storage Self Storage 5.3000% 0.0310% Actual/360 120 83 5,494,440 Retail Unanchored 5.2100% 0.0310% Actual/360 120 84 5,300,000 Manufactured Housing RV Park 5.3500% 0.0310% Actual/360 120 85 5,234,690 Office Suburban 5.2000% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 86 5,150,000 Retail Shadow Anchored 5.2900% 0.0310% Actual/360 120 87 5,090,000 Manufactured Housing Manufactured Housing 4.8500% 0.0310% Actual/360 60 87.1 2,577,815 Manufactured Housing Manufactured Housing 87.2 2,512,185 Manufactured Housing Manufactured Housing 88 4,758,000 Office Suburban 5.5100% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 89 4,728,476 Manufactured Housing RV Park 5.3600% 0.0310% Actual/360 120 90 4,700,000 Multifamily Conventional 4.8300% 0.0310% Actual/360 120 91 4,520,000 Multifamily Conventional 5.0000% 0.0710% Actual/360 120 92 4,500,000 Office Suburban 5.2600% 0.0310% Actual/360 120 93 4,475,675 Retail Anchored 5.4000% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 94 4,425,000 Manufactured Housing Manufactured Housing 5.0100% 0.0310% Actual/360 60 95 4,400,000 Industrial Office/Warehouse 5.1500% 0.0310% Actual/360 120 96 4,350,000 Manufactured Housing Manufactured Housing 5.0100% 0.0310% Actual/360 60 97 4,300,000 Retail Shadow Anchored 5.4100% 0.0310% Actual/360 120 98 4,300,000 Self Storage Self Storage 5.5000% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 99 4,050,000 Self Storage Self Storage 5.2000% 0.0310% Actual/360 120 100 4,016,976 Self Storage Self Storage 5.6100% 0.0310% Actual/360 120 101 3,950,000 Self Storage Self Storage 5.5200% 0.0310% Actual/360 120 102 3,890,000 Self Storage Self Storage 5.6600% 0.0310% Actual/360 120 103 3,827,000 Manufactured Housing Manufactured Housing 4.8500% 0.0310% Actual/360 60 - ----------------------------------------------------------------------------------------------------------------------------------- 104 3,742,459 Industrial Industrial 5.5700% 0.0310% Actual/360 120 105 3,738,754 Multifamily Conventional 5.4900% 0.0310% Actual/360 120 106 3,600,000 Retail Unanchored 4.9370% 0.0610% Actual/360 120 107 3,600,000 Self Storage Self Storage 5.4700% 0.0310% Actual/360 120 108 3,596,499 Self Storage Self Storage 5.3700% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 109 3,492,746 Self Storage Self Storage 5.4300% 0.0310% Actual/360 120 110 3,471,579 Self Storage Self Storage 5.3200% 0.0310% Actual/360 120 111 3,417,248 Multifamily Conventional 5.1000% 0.0310% Actual/360 120 112 3,340,000 Multifamily Conventional 5.0000% 0.0710% Actual/360 120 113 3,190,000 Retail Anchored 5.6500% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 114 3,106,645 Self Storage Self Storage 5.5000% 0.0310% Actual/360 120 115 3,100,000 Self Storage Self Storage 4.9500% 0.0610% Actual/360 120 115.1 1,903,509 Self Storage Self Storage 115.2 1,196,491 Self Storage Self Storage 116 3,096,806 Manufactured Housing Manufactured Housing 5.1300% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 117 3,009,029 Manufactured Housing Manufactured Housing 5.6400% 0.0310% Actual/360 120 118 2,991,244 Mixed Use Self Storage/Office 5.6100% 0.0810% Actual/360 120 119 2,896,933 Self Storage Self Storage 5.0200% 0.0310% Actual/360 120 120 2,696,048 Self Storage Self Storage 5.2800% 0.0310% Actual/360 120 121 2,520,000 Self Storage Self Storage 5.5000% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 122 2,400,000 Self Storage Self Storage 5.1400% 0.0310% Actual/360 120 123 2,350,000 Multifamily Conventional 5.3900% 0.0310% Actual/360 120 124 2,300,000 Retail Shadow Anchored 5.6300% 0.0310% Actual/360 120 125 2,288,000 Self Storage Self Storage 5.4400% 0.0310% Actual/360 120 126 2,265,000 Manufactured Housing Manufactured Housing 5.2700% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 127 2,040,000 Retail Shadow Anchored 5.2500% 0.0710% Actual/360 120 128 2,000,000 Multifamily Conventional 5.0000% 0.0710% Actual/360 120 129 1,897,990 Self Storage Self Storage 5.0200% 0.0310% Actual/360 120 130 1,811,000 Multifamily Conventional 5.0000% 0.0710% Actual/360 120 131 1,800,000 Retail Shadow Anchored 5.3900% 0.0310% Actual/360 120 - ----------------------------------------------------------------------------------------------------------------------------------- 132 1,400,000 Retail Unanchored 5.5100% 0.0310% Actual/360 120 STATED REMAINING ORIGINAL REMAINING FIRST MATURITY ANNUAL MONTHLY TERM TO MATURITY AMORTIZATION AMORTIZATION PAYMENT DATE DEBT DEBT ID OR APD (MOS.)(11) TERM (MOS.) TERM (MOS.) DATE(11) OR APD SERVICE(2) SERVICE(2) - -------------------------------------------------------------------------------------------------------------- 1 57 0 0 6/1/2005 5/1/2010 7,039,937.52 586,661.46 2 58 0 0 7/1/2005 6/1/2010 6,541,920.00 545,160.00 2.1 2.2 3 118 360 358 7/1/2005 6/1/2015 6,726,943.32 560,578.61 - -------------------------------------------------------------------------------------------------------------- 4 118 360 360 7/1/2005 6/1/2015 6,043,680.96 503,640.08 5 59 0 0 8/1/2005 7/1/2010 4,623,637.56 385,303.13 6 119 0 0 8/1/2005 7/1/2015 3,832,500.00 319,375.00 6.1 6.2 - -------------------------------------------------------------------------------------------------------------- 6.3 7 83 360 359 8/1/2005 7/1/2012 4,771,782.36 397,648.53 8 57 0 0 6/1/2005 5/1/2010 4,035,795.84 336,316.32 9 83 360 360 8/1/2005 7/1/2012 4,623,665.40 385,305.45 10 84 0 0 9/1/2005 8/1/2012 3,155,424.96 262,952.08 - -------------------------------------------------------------------------------------------------------------- 11 55 0 0 4/1/2005 3/1/2010 2,871,631.08 239,302.59 12 119 360 359 8/1/2005 7/1/2015 2,943,553.08 245,296.09 13 59 0 0 8/1/2005 7/1/2010 2,366,323.44 197,193.62 14 121 360 360 9/1/2005 9/1/2015 2,640,260.40 220,021.70 15 119 360 359 8/1/2005 7/1/2015 2,612,153.04 217,679.42 - -------------------------------------------------------------------------------------------------------------- 15.1 15.2 15.3 15.4 16 120 360 360 9/1/2005 8/1/2015 1,902,315.96 158,526.33 - -------------------------------------------------------------------------------------------------------------- 17 118 360 360 7/1/2005 6/1/2015 1,921,615.56 160,134.63 18 59 360 359 8/1/2005 7/1/2010 1,797,423.00 149,785.25 18.1 18.2 18.3 - -------------------------------------------------------------------------------------------------------------- 18.4 19 120 0 0 9/1/2005 8/1/2015 1,389,212.52 115,767.71 20 121 0 0 9/1/2005 9/1/2015 1,370,270.88 114,189.24 21 121 360 360 9/1/2005 9/1/2015 1,774,878.36 147,906.53 22 61 0 0 9/1/2005 9/1/2010 977,226.72 81,435.56 - -------------------------------------------------------------------------------------------------------------- 22.1 22.2 22.3 23 119 0 0 8/1/2005 7/1/2015 874,642.20 72,886.85 24 121 360 360 9/1/2005 9/1/2015 1,223,459.88 101,954.99 - -------------------------------------------------------------------------------------------------------------- 25 118 360 360 7/1/2005 6/1/2015 1,135,896.84 94,658.07 26 119 360 360 8/1/2005 7/1/2015 1,050,023.04 87,501.92 27 79 0 0 4/1/2005 3/1/2012 756,257.64 63,021.47 28 118 360 360 7/1/2005 6/1/2015 1,024,604.40 85,383.70 29 119 360 359 8/1/2005 7/1/2015 1,035,689.04 86,307.42 - -------------------------------------------------------------------------------------------------------------- 30 118 360 360 7/1/2005 6/1/2015 1,017,507.36 84,792.28 31 121 360 360 9/1/2005 9/1/2015 959,918.28 79,993.19 32 120 360 360 9/1/2005 8/1/2015 985,770.60 82,147.55 32.1 32.2 - -------------------------------------------------------------------------------------------------------------- 32.3 33 119 0 0 8/1/2005 7/1/2015 659,472.24 54,956.02 34 118 0 0 7/1/2005 6/1/2015 693,016.32 57,751.36 35 121 360 360 9/1/2005 9/1/2015 859,989.00 71,665.75 36 120 360 360 9/1/2005 8/1/2015 849,879.72 70,823.31 - -------------------------------------------------------------------------------------------------------------- 37 121 360 360 9/1/2005 9/1/2015 883,794.36 73,649.53 38 121 0 0 9/1/2005 9/1/2015 670,140.00 55,845.00 39 118 360 360 7/1/2005 6/1/2015 845,048.16 70,420.68 40 119 360 360 8/1/2005 7/1/2015 783,908.04 65,325.67 41 119 360 359 8/1/2005 7/1/2015 821,233.68 68,436.14 - -------------------------------------------------------------------------------------------------------------- 42 60 360 360 9/1/2005 8/1/2010 751,644.24 62,637.02 42.1 42.2 42.3 42.4 - -------------------------------------------------------------------------------------------------------------- 43 59 0 0 8/1/2005 7/1/2010 563,732.40 46,977.70 44 59 0 0 8/1/2005 7/1/2010 560,368.08 46,697.34 45 119 360 360 8/1/2005 7/1/2015 763,497.96 63,624.83 46 118 360 360 7/1/2005 6/1/2015 791,309.04 65,942.42 47 118 360 358 7/1/2005 6/1/2015 750,118.92 62,509.91 - -------------------------------------------------------------------------------------------------------------- 48 118 360 358 7/1/2005 6/1/2015 742,161.72 61,846.81 49 119 360 360 8/1/2005 7/1/2015 707,587.56 58,965.63 50 119 0 0 8/1/2005 7/1/2015 541,015.20 45,084.60 51 119 360 359 8/1/2005 7/1/2015 688,769.52 57,397.46 52 119 360 360 8/1/2005 7/1/2015 700,250.76 58,354.23 - -------------------------------------------------------------------------------------------------------------- 53 120 0 0 9/1/2005 8/1/2015 488,382.12 40,698.51 54 118 360 358 7/1/2005 6/1/2015 638,940.12 53,245.01 55 120 360 360 9/1/2005 8/1/2015 643,042.80 53,586.90 56 120 360 360 9/1/2005 8/1/2015 598,388.40 49,865.70 57 119 360 360 8/1/2005 7/1/2015 578,448.00 48,204.00 - -------------------------------------------------------------------------------------------------------------- 58 119 360 360 8/1/2005 7/1/2015 572,037.12 47,669.76 59 119 360 359 8/1/2005 7/1/2015 589,684.80 49,140.40 60 121 360 360 9/1/2005 9/1/2015 580,926.60 48,410.55 61 120 360 360 9/1/2005 8/1/2015 543,202.68 45,266.89 62 117 360 360 6/1/2005 5/1/2015 520,642.08 43,386.84 - -------------------------------------------------------------------------------------------------------------- 63 118 360 360 7/1/2005 6/1/2015 517,488.24 43,124.02 64 119 300 299 8/1/2005 7/1/2015 563,154.12 46,929.51 65 119 360 359 8/1/2005 7/1/2015 467,676.24 38,973.02 66 120 360 360 9/1/2005 8/1/2015 469,067.40 39,088.95 67 119 360 360 8/1/2005 7/1/2015 446,742.96 37,228.58 - -------------------------------------------------------------------------------------------------------------- 68 120 360 360 9/1/2005 8/1/2015 462,366.48 38,530.54 69 119 360 359 8/1/2005 7/1/2015 453,345.96 37,778.83 70 119 360 359 8/1/2005 7/1/2015 431,628.96 35,969.08 71 120 360 360 9/1/2005 8/1/2015 434,476.44 36,206.37 71.1 - -------------------------------------------------------------------------------------------------------------- 71.2 72 120 240 240 9/1/2005 8/1/2015 513,904.08 42,825.34 73 118 300 298 7/1/2005 6/1/2015 464,197.56 38,683.13 74 117 360 357 6/1/2005 5/1/2015 430,297.32 35,858.11 75 119 300 300 8/1/2005 7/1/2015 439,750.56 36,645.88 - -------------------------------------------------------------------------------------------------------------- 76 118 360 360 7/1/2005 6/1/2015 406,560.84 33,880.07 77 119 360 360 8/1/2005 7/1/2015 402,700.44 33,558.37 78 59 360 359 8/1/2005 7/1/2010 400,899.84 33,408.32 79 118 360 358 7/1/2005 6/1/2015 406,552.20 33,879.35 80 120 300 300 9/1/2005 8/1/2015 403,054.20 33,587.85 - -------------------------------------------------------------------------------------------------------------- 81 119 360 360 8/1/2005 7/1/2015 373,060.68 31,088.39 82 119 324 323 8/1/2005 7/1/2015 390,435.96 32,536.33 83 119 360 359 8/1/2005 7/1/2015 362,820.96 30,235.08 84 119 360 360 8/1/2005 7/1/2015 355,151.16 29,595.93 85 119 360 359 8/1/2005 7/1/2015 345,280.92 28,773.41 - -------------------------------------------------------------------------------------------------------------- 86 120 360 360 9/1/2005 8/1/2015 342,794.64 28,566.22 87 60 360 360 9/1/2005 8/1/2010 322,314.12 26,859.51 87.1 87.2 88 117 360 360 6/1/2005 5/1/2015 324,543.12 27,045.26 - -------------------------------------------------------------------------------------------------------------- 89 118 336 334 7/1/2005 6/1/2015 327,274.68 27,272.89 90 120 360 360 9/1/2005 8/1/2015 296,934.84 24,744.57 91 119 360 360 8/1/2005 7/1/2015 291,172.08 24,264.34 92 120 360 360 9/1/2005 8/1/2015 298,524.60 24,877.05 93 119 360 359 8/1/2005 7/1/2015 301,878.96 25,156.58 - -------------------------------------------------------------------------------------------------------------- 94 60 360 360 9/1/2005 8/1/2010 285,376.92 23,781.41 95 117 360 360 6/1/2005 5/1/2015 288,301.80 24,025.15 96 60 360 360 9/1/2005 8/1/2010 280,539.96 23,378.33 97 120 240 240 9/1/2005 8/1/2015 352,332.00 29,361.00 98 119 0 0 8/1/2005 7/1/2015 239,784.72 19,982.06 - -------------------------------------------------------------------------------------------------------------- 99 117 360 360 6/1/2005 5/1/2015 266,867.88 22,238.99 100 118 360 358 7/1/2005 6/1/2015 277,584.84 23,132.07 101 119 300 300 8/1/2005 7/1/2015 291,643.92 24,303.66 102 118 360 360 7/1/2005 6/1/2015 269,748.84 22,479.07 103 60 360 360 9/1/2005 8/1/2010 242,337.24 20,194.77 - -------------------------------------------------------------------------------------------------------------- 104 118 360 358 7/1/2005 6/1/2015 257,484.96 21,457.08 105 117 360 357 6/1/2005 5/1/2015 255,222.84 21,268.57 106 120 0 0 9/1/2005 8/1/2015 180,200.52 15,016.71 107 119 360 360 8/1/2005 7/1/2015 244,472.28 20,372.69 108 119 360 359 8/1/2005 7/1/2015 241,772.88 20,147.74 - -------------------------------------------------------------------------------------------------------------- 109 118 360 358 7/1/2005 6/1/2015 236,630.04 19,719.17 110 119 360 359 8/1/2005 7/1/2015 232,080.24 19,340.02 111 119 240 239 8/1/2005 7/1/2015 273,517.44 22,793.12 112 119 360 360 8/1/2005 7/1/2015 215,158.08 17,929.84 113 117 360 360 6/1/2005 5/1/2015 220,965.84 18,413.82 - -------------------------------------------------------------------------------------------------------------- 114 118 360 358 7/1/2005 6/1/2015 212,103.24 17,675.27 115 120 360 360 9/1/2005 8/1/2015 198,562.44 16,546.87 115.1 115.2 116 119 360 359 8/1/2005 7/1/2015 202,663.56 16,888.63 - -------------------------------------------------------------------------------------------------------------- 117 118 360 358 7/1/2005 6/1/2015 208,615.20 17,384.60 118 117 360 357 6/1/2005 5/1/2015 206,895.48 17,241.29 119 119 360 359 8/1/2005 7/1/2015 187,239.48 15,603.29 120 119 300 299 8/1/2005 7/1/2015 194,730.12 16,227.51 121 119 360 360 8/1/2005 7/1/2015 171,699.36 14,308.28 - -------------------------------------------------------------------------------------------------------------- 122 119 0 0 8/1/2005 7/1/2015 125,073.36 10,422.78 123 119 360 360 8/1/2005 7/1/2015 158,175.72 13,181.31 124 120 360 360 9/1/2005 8/1/2015 158,968.32 13,247.36 125 120 360 360 9/1/2005 8/1/2015 154,860.12 12,905.01 126 118 360 360 7/1/2005 6/1/2015 150,425.88 12,535.49 - -------------------------------------------------------------------------------------------------------------- 127 119 360 360 8/1/2005 7/1/2015 135,179.52 11,264.96 128 119 360 360 8/1/2005 7/1/2015 128,837.16 10,736.43 129 119 360 359 8/1/2005 7/1/2015 122,674.20 10,222.85 130 119 360 360 8/1/2005 7/1/2015 116,662.08 9,721.84 131 120 360 360 9/1/2005 8/1/2015 121,155.84 10,096.32 - -------------------------------------------------------------------------------------------------------------- 132 119 300 300 8/1/2005 7/1/2015 103,267.08 8,605.59 REMAINING CROSSED INTEREST ONLY APD WITH RELATED DSCR GRACE PAYMENT ID PERIOD (MOS.)(11) LOCKBOX(3) (YES/NO) OTHER LOANS BORROWER (2)(4)(5)(6) PERIOD DATE - ------------------------------------------------------------------------------------------------------------------------------------ 1 57 Hard No No 3.56 5 1 2 58 Springing Hard Yes No 2.20 5 1 2.1 2.2 3 Soft No No 1.21 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 4 22 Hard No No 1.20 5 1 5 59 Soft No No 1.74 5 1 6 119 Springing Hard No No 3.61 5 1 6.1 6.2 - ------------------------------------------------------------------------------------------------------------------------------------ 6.3 7 Hard No No 1.30 5 1 8 57 Hard No No 1.62 0 1 9 35 Hard No No 1.26 5 1 10 84 Springing Hard No No Yes-A 1.72 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 11 55 Hard No No 1.58 6 1 12 Hard No No 1.21 0 1 13 59 Hard No No 1.33 5 1 14 73 Soft at Closing, Springing Hard No No 1.25 5 1 15 Hard Yes No 1.38 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 15.1 15.2 15.3 15.4 16 No No No Yes-C 1.33 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 17 70 Soft at Closing, Springing Hard No No 1.25 5 1 18 No No No Yes-G 1.24 5 1 18.1 18.2 18.3 - ------------------------------------------------------------------------------------------------------------------------------------ 18.4 19 120 No No No 1.58 5 1 20 121 No No No Yes-F 1.53 5 1 21 13 No No No Yes-E 1.48 5 1 22 61 Soft at Closing, Springing Hard No No 1.73 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 22.1 22.2 22.3 23 119 No No No Yes-B 2.44 5 1 24 13 No No No Yes-E 1.50 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 25 58 No No No Yes-D 1.26 5 1 26 35 Hard No No 1.47 5 1 27 79 No No No Yes-B 2.03 5 1 28 58 No No No 1.26 5 1 29 No No No 1.23 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 30 58 No No No Yes-D 1.24 5 1 31 61 No No No 1.30 5 1 32 24 No No No Yes-C 1.23 5 1 32.1 32.2 - ------------------------------------------------------------------------------------------------------------------------------------ 32.3 33 119 No No No Yes-B 2.43 5 1 34 118 Springing Hard No No Yes-A 1.84 5 1 35 49 No No No 1.20 5 1 36 60 No No No Yes-D 1.39 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 37 61 No No No 1.20 5 1 38 121 No No No Yes-F 1.52 5 1 39 58 No No No 1.24 5 1 40 59 No No No Yes-H 1.48 5 1 41 No No No 1.26 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 42 No No No Yes-J 1.30 5 1 42.1 42.2 42.3 42.4 - ------------------------------------------------------------------------------------------------------------------------------------ 43 59 No No No Yes-B 2.22 5 1 44 59 No No No Yes-B 2.05 5 1 45 83 No No No 1.25 5 1 46 22 No No No 1.35 5 1 47 No No No 1.84 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 48 No No No 1.26 5 1 49 59 No No No 1.41 5 1 50 119 No No No 1.54 5 1 51 No No No 1.42 5 1 52 59 No No No Yes-H 1.47 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 53 120 No No No 2.68 5 1 54 No No No 1.56 5 1 55 No No No 1.38 5 1 56 24 No No No 1.24 5 1 57 47 No No No 1.38 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 58 35 No No No Yes-I 1.23 5 1 59 Soft at Closing, Springing Hard No No Yes-K 1.44 5 1 60 25 Hard No No 1.25 5 1 61 60 No No No 1.40 5 1 62 57 No No No 1.26 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 63 58 No No No Yes-D 1.27 5 1 64 No No No 1.45 5 1 65 No No No 1.22 5 1 66 Soft at Closing, Springing Hard No No Yes-K 1.42 5 1 67 35 No No No Yes-I 1.29 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 68 No No No 1.45 5 1 69 No No No Yes-M 1.39 5 1 70 No No No 1.21 5 1 71 No No No 1.20 5 1 71.1 - ------------------------------------------------------------------------------------------------------------------------------------ 71.2 72 No No No Yes-C 1.34 5 1 73 No No No 1.42 5 1 74 No No No 1.21 5 1 75 35 No No No 2.08 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 76 46 No No No 1.21 5 1 77 59 No No No Yes-P 1.23 5 1 78 No No No Yes-G 1.26 5 1 79 No No No Yes-N 1.39 5 1 80 No No No 1.24 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 81 35 No No No 1.29 5 1 82 No No No 1.27 5 1 83 No No No 1.24 5 1 84 59 No No No Yes-H 1.45 5 1 85 No No No Yes-M 1.34 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 86 60 No No No 1.41 5 1 87 No No No Yes-J 1.40 5 1 87.1 87.2 88 9 No No No 1.33 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 89 No No No 1.26 5 1 90 No No No 1.74 5 1 91 35 No No No Yes-I 1.27 5 1 92 No No No 1.24 5 1 93 Hard No No 1.27 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 94 No No No Yes-O 1.36 5 1 95 9 No No No Yes-Q 1.32 5 1 96 No No No Yes-O 1.32 5 1 97 No No No 1.20 5 1 98 119 No No No Yes-L 2.06 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 99 21 No No No 2.10 5 1 100 No No No 1.43 5 1 101 11 No No No Yes-R 1.27 5 1 102 22 No No No 1.39 5 1 103 No No No Yes-J 1.33 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 104 No No No Yes-Q 1.33 5 1 105 No No No 1.39 5 1 106 120 No No No 7.51 5 1 107 23 No No No 1.60 5 1 108 No No No Yes-L 1.33 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 109 No No No 1.78 5 1 110 No No No Yes-S 1.46 5 1 111 No No No Yes-C 1.36 5 1 112 35 No No No Yes-I 1.23 5 1 113 33 No No No 1.39 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 114 No No No Yes-N 1.38 5 1 115 No No No 1.84 5 1 115.1 115.2 116 No No No 1.36 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 117 No No No 1.24 5 1 118 No No No 1.63 5 1 119 No No No Yes-L 3.33 5 1 120 No No No 1.69 5 1 121 23 No No No Yes-R 1.39 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 122 119 No No No 3.55 5 1 123 35 No No No 1.46 5 1 124 No No No Yes-T 1.29 5 1 125 12 No No No Yes-S 1.23 5 1 126 58 No No No Yes-P 1.22 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 127 23 No No No 1.30 5 1 128 35 No No No Yes-I 1.30 5 1 129 No No No Yes-L 4.09 5 1 130 35 No No No Yes-I 1.21 5 1 131 24 No No No 1.24 5 1 - ------------------------------------------------------------------------------------------------------------------------------------ 132 23 No No No Yes-T 1.33 5 1 CUT-OFF APPRAISED DATE LTV LTV RATIO AT ID VALUE(8) RATIO(4)(6) MATURITY/APD(4)(6) - ------------------------------------------------------------ 1 385,000,000 38.96% 38.96% 2 224,600,000 57.79% 57.79% 2.1 162,000,000 2.2 62,600,000 3 123,900,000 79.37% 66.47% - ------------------------------------------------------------ 4 115,000,000 78.26% 68.34% 5 169,000,000 53.25% 53.25% 6 757,000,000 52.84% 52.84% 6.1 280,000,000 6.2 261,000,000 - ------------------------------------------------------------ 6.3 216,000,000 7 217,100,000 69.02% 61.02% 8 101,000,000 70.00% 70.00% 9 94,500,000 73.02% 68.87% 10 95,100,000 64.93% 64.93% - ------------------------------------------------------------ 11 310,000,000 64.52% 64.52% 12 60,000,000 74.92% 61.93% 13 54,500,000 80.00% 80.00% 14 53,100,000 77.21% 72.53% 15 56,000,000 69.93% 58.11% - ------------------------------------------------------------ 15.1 18,000,000 15.2 15,200,000 15.3 11,500,000 15.4 11,300,000 16 38,000,000 76.32% 63.07% - ------------------------------------------------------------ 17 36,100,000 78.25% 73.93% 18 42,500,000 63.76% 59.08% 18.1 15,400,000 18.2 11,700,000 18.3 11,200,000 - ------------------------------------------------------------ 18.4 4,200,000 19 41,500,000 65.00% 65.00% 20 33,300,000 79.58% 79.58% 21 37,500,000 68.67% 58.96% 22 25,500,000 75.29% 75.29% - ------------------------------------------------------------ 22.1 17,800,000 22.2 5,900,000 22.3 1,800,000 23 31,600,000 59.87% 59.87% 24 24,000,000 73.96% 63.50% - ------------------------------------------------------------ 25 22,680,000 76.61% 70.79% 26 23,300,000 69.96% 61.92% 27 27,100,000 59.70% 59.70% 28 22,500,000 71.11% 65.53% 29 20,000,000 78.42% 64.98% - ------------------------------------------------------------ 30 19,000,000 78.95% 73.30% 31 19,750,000 74.94% 69.17% 32 20,500,000 70.73% 61.93% 32.1 8,700,000 32.2 7,800,000 - ------------------------------------------------------------ 32.3 4,000,000 33 24,000,000 59.43% 59.43% 34 20,000,000 65.85% 65.85% 35 16,370,000 76.36% 69.05% 36 18,140,000 71.66% 66.22% - ------------------------------------------------------------ 37 17,700,000 73.45% 68.21% 38 16,200,000 80.00% 80.00% 39 17,000,000 75.29% 69.67% 40 20,890,000 57.92% 53.46% 41 17,000,000 70.52% 59.04% - ------------------------------------------------------------ 42 16,870,000 70.36% 64.74% 42.1 7,430,000 42.2 3,300,000 42.3 3,270,000 42.4 2,870,000 - ------------------------------------------------------------ 43 19,600,000 60.36% 60.36% 44 20,700,000 56.81% 56.81% 45 14,600,000 80.00% 76.54% 46 18,000,000 64.17% 56.28% 47 18,300,000 62.70% 51.85% - ------------------------------------------------------------ 48 14,450,000 77.34% 64.24% 49 14,500,000 75.00% 69.26% 50 13,250,000 80.00% 80.00% 51 15,700,000 66.81% 55.27% 52 15,600,000 66.99% 62.10% - ------------------------------------------------------------ 53 21,800,000 47.13% 47.13% 54 12,300,000 79.82% 65.92% 55 13,600,000 70.96% 58.90% 56 12,100,000 60.33% 50.76% 57 11,600,000 77.59% 70.13% - ------------------------------------------------------------ 58 11,100,000 80.00% 70.81% 59 12,650,000 69.50% 57.84% 60 11,100,000 77.93% 68.05% 61 13,050,000 65.13% 60.01% 62 14,800,000 54.05% 49.92% - ------------------------------------------------------------ 63 10,250,000 76.88% 71.08% 64 11,300,000 66.28% 50.87% 65 8,950,000 80.36% 66.30% 66 11,300,000 61.95% 51.50% 67 8,670,000 79.99% 70.80% - ------------------------------------------------------------ 68 9,200,000 75.00% 62.35% 69 8,600,000 79.92% 66.20% 70 8,300,000 79.20% 65.52% 71 8,300,000 79.17% 65.57% 71.1 6,300,000 - ------------------------------------------------------------ 71.2 2,000,000 72 9,800,000 66.33% 41.76% 73 10,200,000 63.53% 47.96% 74 8,150,000 78.29% 65.36% 75 13,500,000 46.67% 39.02% - ------------------------------------------------------------ 76 7,800,000 80.00% 72.47% 77 7,775,000 77.81% 72.08% 78 9,500,000 63.62% 58.95% 79 8,500,000 70.44% 58.87% 80 7,250,000 78.62% 58.95% - ------------------------------------------------------------ 81 7,050,000 80.85% 71.78% 82 7,470,000 74.87% 59.18% 83 7,100,000 77.39% 64.12% 84 8,140,000 65.11% 60.36% 85 6,550,000 79.92% 66.20% - ------------------------------------------------------------ 86 6,800,000 75.74% 70.15% 87 6,980,000 72.92% 67.10% 87.1 3,535,000 87.2 3,445,000 88 5,950,000 79.97% 68.50% - ------------------------------------------------------------ 89 5,930,000 79.74% 64.40% 90 8,700,000 54.02% 44.16% 91 5,650,000 80.00% 70.81% 92 5,800,000 77.59% 64.32% 93 5,700,000 78.52% 65.45% - ------------------------------------------------------------ 94 5,850,000 75.64% 69.77% 95 5,500,000 80.00% 67.84% 96 5,440,000 79.96% 73.76% 97 6,400,000 67.19% 43.04% 98 8,270,000 52.00% 52.00% - ------------------------------------------------------------ 99 7,400,000 54.73% 47.60% 100 6,040,000 66.51% 55.85% 101 5,450,000 72.48% 57.41% 102 7,040,000 55.26% 48.59% 103 5,060,000 75.63% 69.59% - ------------------------------------------------------------ 104 4,850,000 77.16% 64.73% 105 4,690,000 79.72% 66.77% 106 23,300,000 15.45% 15.45% 107 6,160,000 58.44% 51.16% 108 4,990,000 72.07% 60.02% - ------------------------------------------------------------ 109 5,200,000 67.17% 56.10% 110 4,670,000 74.34% 61.81% 111 4,800,000 71.19% 45.15% 112 4,200,000 79.52% 70.39% 113 4,625,000 68.97% 61.89% - ------------------------------------------------------------ 114 4,600,000 67.54% 56.53% 115 5,700,000 54.39% 44.64% 115.1 3,500,000 115.2 2,200,000 116 4,150,000 74.62% 61.67% - ------------------------------------------------------------ 117 3,790,000 79.39% 66.74% 118 4,200,000 71.22% 59.87% 119 8,020,000 36.12% 29.75% 120 4,800,000 56.17% 42.49% 121 3,150,000 80.00% 70.09% - ------------------------------------------------------------ 122 6,790,000 35.35% 35.35% 123 4,350,000 54.02% 48.22% 124 2,875,000 80.00% 67.09% 125 3,060,000 74.77% 63.92% 126 2,850,000 79.47% 73.59% - ------------------------------------------------------------ 127 2,900,000 70.34% 61.26% 128 2,500,000 80.00% 70.81% 129 6,970,000 27.23% 22.43% 130 2,630,000 68.86% 60.95% 131 2,250,000 80.00% 69.90% - ------------------------------------------------------------ 132 1,825,000 76.71% 62.94% ID ADDRESS CITY - --------------------------------------------------------------------------------------------------------------------------------- 1 1111 Broadway, 555 12th Street, 505 14th Street, 1300 Clay Street and City Square (500 12th Street) Oakland 2 Various Lincolnshire 2.1 4 Overlook Point Lincolnshire 2.2 90, 98 & 100 Half Day Road Lincolnshire 3 100, 200, 300 and 400 Garden City Plaza Garden City - --------------------------------------------------------------------------------------------------------------------------------- 4 123 William Street New York 5 722 & 725 South Bixel Street Los Angeles 6 Various Orlando 6.1 5601 Universal Boulevard Orlando 6.2 6300 Hollywood Way Orlando - --------------------------------------------------------------------------------------------------------------------------------- 6.3 5800 Universal Boulevard Orlando 7 7804 Abercorn Street Savannah 8 1301 Fannin Street Houston 9 1201 Main Street Dallas 10 5454 Wisconsin Avenue Chevy Chase - --------------------------------------------------------------------------------------------------------------------------------- 11 125 West 55th Street New York 12 25 West 45th Street New York 13 11 Dupont Circle Washington 14 330 7th Avenue New York 15 Various Various - --------------------------------------------------------------------------------------------------------------------------------- 15.1 11335 Atlantic Boulevard Jacksonville 15.2 4100 East Inland Empire Boulevard Ontario 15.3 1700 Northwest 36th Street Pompano Beach 15.4 901 Murray Olds Drive Midlothian 16 8285 Irene Boulevard Memphis - --------------------------------------------------------------------------------------------------------------------------------- 17 8309-8699 Main Street Wilsonville 18 Various Various 18.1 671-681 West 193rd Street New York 18.2 11 Hillside Avenue New York 18.3 4530 Broadway New York - --------------------------------------------------------------------------------------------------------------------------------- 18.4 240 East 18th Street Brooklyn 19 9330 West McDowell Road Phoenix 20 1150 Volvo Parkway Chesapeake 21 8651 Spectrum Center Boulevard San Diego 22 Various Bakersfield - --------------------------------------------------------------------------------------------------------------------------------- 22.1 4900 California Avenue Bakersfield 22.2 4200 Truxtun Avenue Bakersfield 22.3 4260 Truxtun Avenue Bakersfield 23 1068 North Lois Lane Harrisonburg 24 2135 East El Segundo Boulevard El Segundo - --------------------------------------------------------------------------------------------------------------------------------- 25 8895, 8905, 8915, 8955 Towne Centre Drive San Diego 26 8201-8221 Woodley Avenue Van Nuys 27 101 Legacy Terrace Chapel Hill 28 12407 North Mo Pac Expressway Austin 29 2301-2581 South MacArthur Boulevard Springfield - --------------------------------------------------------------------------------------------------------------------------------- 30 6902-6988 Academy Boulevard Colorado Springs 31 74-5586 Palani Road Kailua Kona 32 Various Various 32.1 1701-1703 Phyllis Street Bentonville 32.2 438 & 516 East Millsap Road Fayetteville - --------------------------------------------------------------------------------------------------------------------------------- 32.3 1801 Phyllis Street Bentonville 33 1820 Putter Court Harrisonburg 34 9645 West Broad Street Glen Allen 35 4920 Tanager Park Drive Charlotte 36 5050 East Arapahoe Road Littleton - --------------------------------------------------------------------------------------------------------------------------------- 37 12000 Biscayne Boulevard Miami 38 413 Oak Lake Way Chesapeake 39 1957 Cobbs Ford Road Prattville 40 1095 Western Drive Colorado Springs 41 34061-34131 Doheny Park Road Capistrano Beach - --------------------------------------------------------------------------------------------------------------------------------- 42 Various Various 42.1 61000 and 60901 Brosterhous Road Bend 42.2 812 Hoffman Road Northeast Salem 42.3 2552 Thorn Oak Drive Medford 42.4 239 River Place Drive Roseburg - --------------------------------------------------------------------------------------------------------------------------------- 43 601 Vairo Boulevard State College 44 349 Blue Course Drive State College 45 425 Broad Street Manchester 46 3301 and 3305 East Plano Parkway and 1100 Klein Road Plano 47 707 Southpark Boulevard Colonial Heights - --------------------------------------------------------------------------------------------------------------------------------- 48 9201 Riverside Drive Tulsa 49 2980/2990 North San Fernando Boulevard Burbank 50 4883 Roswell Road Atlanta 51 6606-6640 East McKellips Road Mesa 52 7151 East U.S. Highway 60 Gold Canyon - --------------------------------------------------------------------------------------------------------------------------------- 53 90 Drum Hill Road Chelmsford 54 11 Farnsworth Drive Slingerlands 55 911 Central Avenue Albany 56 12801 Old Columbia Pike Silver Spring 57 5402, 5420 & 5480 Philadelphia Street Chino - --------------------------------------------------------------------------------------------------------------------------------- 58 9300 Viscount Boulevard El Paso 59 2130 Palomino Road Dover 60 1608 Chestnut Street Philadelphia 61 1305 Northwest 189th Way Hillsboro 62 1401 Boren Avenue Seattle - --------------------------------------------------------------------------------------------------------------------------------- 63 3321-3333 184th Street Southwest Lynnwood 64 2987 Apalachee Parkway Tallahassee 65 9805-9815 224 Street East Graham 66 2058 South Independence Boulevard Virginia Beach 67 11280 Pebble Hills Boulevard El Paso - --------------------------------------------------------------------------------------------------------------------------------- 68 200-300 45th Street Southwest Fargo 69 8151 West 183rd Street Tinley Park 70 1810 South Main Street Salt Lake City 71 Various Various 71.1 7028 North Division Street Spokane - --------------------------------------------------------------------------------------------------------------------------------- 71.2 12420 East Indiana Avenue Spokane Valley 72 1919 Club Circle Harrison 73 1850 North Courtenay Parkway Merritt Island 74 104 Landmark Court Newport News 75 6775 Stardust Lane Orlando - --------------------------------------------------------------------------------------------------------------------------------- 76 100 Bryton Trace Columbia 77 134 Ferne Lane Lake Worth 78 105-115 Bennett Avenue New York 79 2457 Grove Way Castro Valley 80 8186 Lark Brown Road Elkridge - --------------------------------------------------------------------------------------------------------------------------------- 81 3933 & 3937 North Central Expressway Plano 82 3035-3047 Santa Rosa Avenue Santa Rosa 83 6300-6336 North Powerline Road Fort Lauderdale 84 1403 West Broadway Avenue Apache Junction 85 18410 Crossing Drive Tinley Park - --------------------------------------------------------------------------------------------------------------------------------- 86 4051 and 4101 Lyndon B. Johnson Freeway Dallas 87 Various Aumsville 87.1 608 Windemere Street Aumsville 87.2 112 Carmel Drive Aumsville 88 8300 Bissonnet Street Houston - --------------------------------------------------------------------------------------------------------------------------------- 89 3100 South Kinney Road Tucson 90 3702 Auburn Way South Auburn 91 9133 Kernel Circle El Paso 92 2024 Corporate Centre Drive Myrtle Beach 93 9300 Gregory Boulevard Raytown - --------------------------------------------------------------------------------------------------------------------------------- 94 450 Northeast 58th Street Newport 95 7926 South Madison Street Burr Ridge 96 10405 Southwest Denney Road Beaverton 97 17730-17760 Northwest 57th Avenue Hialeah 98 1294 Paseo Verde Parkway Henderson - --------------------------------------------------------------------------------------------------------------------------------- 99 1856 & 1853 Cherry Avenue Long Beach 100 7340 Blanco Road San Antonio 101 12280 East Colonial Drive Orlando 102 3304 Browns Mill Road Johnson City 103 602 29th Street Southeast Auburn - --------------------------------------------------------------------------------------------------------------------------------- 104 2105 West Corporate Drive Addison 105 4902 and 5002 16th Avenue Fargo 106 326 North Rodeo Drive Beverly Hills 107 326 West Santa Maria Street Santa Paula 108 6380 Annie Oakley Drive Las Vegas - --------------------------------------------------------------------------------------------------------------------------------- 109 130 Brady Avenue Hawthorne 110 660 Justin Road Rockwall 111 2525 East 32nd Street Joplin 112 10550 McCombs Street El Paso 113 2779 West 5th Street Lumberton - --------------------------------------------------------------------------------------------------------------------------------- 114 2489 Grove Way Castro Valley 115 Various Various 115.1 5301 North Sharon Amity Road Charlotte 115.2 10710 Monroe Road Matthews 116 9400 Carson Creek Boulevard Del Valle - --------------------------------------------------------------------------------------------------------------------------------- 117 2020 North Ashby Road Merced 118 748, 750, 752 Lord Dunmore Drive Virginia Beach 119 2101 Rock Springs Drive Las Vegas 120 5628 Gunn Highway Tampa 121 3615 South Bryant Street Englewood - --------------------------------------------------------------------------------------------------------------------------------- 122 5625 Leggett Road Las Vegas 123 19723 48th Avenue West Lynnwood 124 707-713 Thomas Langston Road Greenville 125 5200 Lakeview Parkway Rowlett 126 13618 North Florida Avenue Tampa - --------------------------------------------------------------------------------------------------------------------------------- 127 200 & 204 East State Highway 114 Roanoke 128 1901 Brown Street El Paso 129 4770 South Pecos Road Las Vegas 130 10637 Edgemere Boulevard El Paso 131 2240 East Lohman Avenue Las Cruces - --------------------------------------------------------------------------------------------------------------------------------- 132 3219 Highway 34 East Newnan NET UNITS LOAN PER NET YEAR YEAR RENTABLE AREA OF RENTABLE AREA ID COUNTY STATE ZIP CODE BUILT RENOVATED SF/UNITS(7) MEASURE SF/UNITS(4) - -------------------------------------------------------------------------------------------------------------------- 1 Alameda CA 94607 1984 2002 1,551,224 Sq. Ft. 96.70 2 Lake IL Various Various Various 1,144,564 Sq. Ft. 113.41 2.1 Lake IL 60069 1998 818,686 Sq. Ft. 2.2 Lake IL 60069 1974 2003 325,878 Sq. Ft. 3 Nassau NY 11530 1971 2001 583,017 Sq. Ft. 168.67 - -------------------------------------------------------------------------------------------------------------------- 4 New York NY 10038 1912 1957 499,449 Sq. Ft. 180.20 5 Los Angeles CA 90017 2001 632 Units 142,405.06 6 Orange FL 32819 Various 2,400 Rooms 166,666.67 6.1 Orange FL 32819 1999 750 Rooms 6.2 Orange FL 32819 2002 1,000 Rooms - -------------------------------------------------------------------------------------------------------------------- 6.3 Orange FL 32819 2001 650 Rooms 7 Chatham GA 31406 1969 2002 631,244 Sq. Ft. 237.37 8 Harris TX 77002 1983 2004 795,115 Sq. Ft. 88.92 9 Dallas TX 75202 1968 2003 1,010,193 Sq. Ft. 68.30 10 Montgomery MD 20815 1966 2004 265,240 Sq. Ft. 232.81 - -------------------------------------------------------------------------------------------------------------------- 11 New York NY 10019 1989 555,475 Sq. Ft. 360.05 12 New York NY 10036 1912 2004 173,444 Sq. Ft. 259.18 13 District of Columbia DC 20036 1974 2004 149,026 Sq. Ft. 292.57 14 New York NY 10001 1929 2004 246,840 Sq. Ft. 166.10 15 Various Various Various Various 111,518 Sq. Ft. 351.17 - -------------------------------------------------------------------------------------------------------------------- 15.1 Duval FL 32225 2004 50,555 Sq. Ft. 15.2 San Bernardino CA 91764 2005 20,471 Sq. Ft. 15.3 Broward FL 33064 2004 19,983 Sq. Ft. 15.4 Chesterfield VA 23114 2004 20,509 Sq. Ft. 16 Shelby TN 38125 2002 504 Units 57,539.68 - -------------------------------------------------------------------------------------------------------------------- 17 Clackamas OR 97070 1998 133,738 Sq. Ft. 211.23 18 Various NY Various Various Various 341 Units 79,465.81 18.1 New York NY 10040 1927 1997 125 Units 18.2 New York NY 10040 1920 1995 90 Units 18.3 New York NY 10040 1925 1995 73 Units - -------------------------------------------------------------------------------------------------------------------- 18.4 Kings NY 11226 1939 1995 53 Units 19 Maricopa AZ 85037 2003 408 Units 66,115.20 20 Chesapeake City VA 23320 1984 368 Units 72,010.87 21 San Diego CA 92123 2002 245 Rooms 105,102.04 22 Kern CA 93309 Various 212,582 Sq. Ft. 90.32 - -------------------------------------------------------------------------------------------------------------------- 22.1 Kern CA 93309 1984 151,654 Sq. Ft. 22.2 Kern CA 93309 1990 48,327 Sq. Ft. 22.3 Kern CA 93309 1995 12,601 Sq. Ft. 23 Rockingham VA 22801 1996 1998 240 Units 78,825.00 24 Los Angeles CA 90245 2001 150 Rooms 118,333.33 - -------------------------------------------------------------------------------------------------------------------- 25 San Diego CA 92122 1991 53,074 Sq. Ft. 327.37 26 Los Angeles CA 91406 1965 1996 278,201 Sq. Ft. 58.59 27 Orange NC 27516 2003 180 Units 89,888.89 28 Travis TX 78758 1985 122,349 Sq. Ft. 130.77 29 Sangamon IL 62704 1961 2002 259,592 Sq. Ft. 60.42 - -------------------------------------------------------------------------------------------------------------------- 30 El Paso CO 80918 1979 1993 162,162 Sq. Ft. 92.50 31 Hawaii HI 96740 1975 2002 81,914 Sq. Ft. 180.68 32 Various AR Various Various 127,884 Sq. Ft. 113.38 32.1 Benton AR 72712 2001 51,149 Sq. Ft. 32.2 Washington AR 72703 2000 51,135 Sq. Ft. - -------------------------------------------------------------------------------------------------------------------- 32.3 Benton AR 72712 2003 25,600 Sq. Ft. 33 Rockingham VA 22801 1999 168 Units 84,904.76 34 Henrico VA 23060 1990 118,500 Sq. Ft. 111.14 35 Mecklenberg NC 28269 2004 228 Units 57,017.54 36 Arapahoe CO 80122 1975 87,382 Sq. Ft. 148.77 - -------------------------------------------------------------------------------------------------------------------- 37 Miami-Dade FL 33132 1982 1996 150,924 Sq. Ft. 86.14 38 Chesapeake City VA 23320 1989 172 Units 75,348.84 39 Autauga AL 36066 1997 153,864 Sq. Ft. 83.19 40 El Paso CO 80915 1970 462 Pads 26,190.48 41 Orange CA 92624 1965 1986 81,960 Sq. Ft. 146.28 - -------------------------------------------------------------------------------------------------------------------- 42 Various OR Various Various Various 516 Pads 23,003.88 42.1 Deschutes OR 97702 1988 1995 201 Pads 42.2 Marion OR 97301 1997 98 Pads 42.3 Jackson OR 97501 1997 2001 102 Pads 42.4 Douglas OR 97470 1996 115 Pads - -------------------------------------------------------------------------------------------------------------------- 43 Centre PA 16803 1996 204 Units 57,990.20 44 Centre PA 16803 1991 2004 196 Units 59,996.94 45 Hartford CT 06040 1996 75,452 Sq. Ft. 154.80 46 Collin TX 75074 2001 257,864 Sq. Ft. 44.79 47 Colonial Heights City VA 23834 1998 2004 106,166 Sq. Ft. 108.08 - -------------------------------------------------------------------------------------------------------------------- 48 Tulsa OK 74137 2000 261 Units 42,819.47 49 Los Angeles CA 91504 1950 2004 134,720 Sq. Ft. 80.72 50 Fulton GA 30342 1965 2001 172 Units 61,627.91 51 Maricopa AZ 85215 2002 69,270 Sq. Ft. 151.43 52 Pinal AZ 85218 1986 1997 751 Pads 13,914.78 - -------------------------------------------------------------------------------------------------------------------- 53 Middlesex MA 01824 1962 1996 185,289 Sq. Ft. 55.45 54 Albany NY 12159 1969 240 Units 40,908.30 55 Albany NY 12206 1960 1997 121,589 Sq. Ft. 79.37 56 Montgomery MD 20904 2004 80 Units 112,500.00 57 San Bernardino CA 91710 1991 1998 64,276 Sq. Ft. 140.02 - -------------------------------------------------------------------------------------------------------------------- 58 El Paso TX 79925 1973 2004 248 Units 35,806.45 59 York PA 17315 2001 55,544 Sq. Ft. 158.28 60 Philadelphia PA 19103 1930 2000 49,750 Sq. Ft. 173.87 61 Washington OR 97006 1996 176 Units 48,295.45 62 King WA 98101 1991 93 Units 86,021.51 - -------------------------------------------------------------------------------------------------------------------- 63 Snohomish WA 98037 1986 1989 42,830 Sq. Ft. 183.98 64 Leon FL 32301 2002 94 Rooms 79,679.19 65 Pierce WA 98338 2000 54,129 Sq. Ft. 132.88 66 Virginia Beach City VA 23453 1999 57,510 Sq. Ft. 121.72 67 El Paso TX 79936 1983 1994 208 Units 33,341.35 - -------------------------------------------------------------------------------------------------------------------- 68 Cass ND 58103 1999 130,750 Sq. Ft. 52.77 69 Will IL 60477 2001 49,703 Sq. Ft. 138.28 70 Salt Lake UT 84115 1963 174 Units 37,777.40 71 Spokane WA Various 1976 141,325 Sq. Ft. 46.50 71.1 Spokane WA 99208 1976 92,015 Sq. Ft. - -------------------------------------------------------------------------------------------------------------------- 71.2 Spokane WA 99216 1976 49,310 Sq. Ft. 72 Boone AR 72601 1994 312 Units 20,833.33 73 Brevard FL 32953 2003 60,083 Sq. Ft. 107.84 74 Newport News City VA 23608 1970 2003 112 Units 56,967.22 75 Orange FL 32818 1972 441 Pads 14,285.71 - -------------------------------------------------------------------------------------------------------------------- 76 Richland SC 29210 1985 237 Units 26,329.11 77 Palm Beach FL 33467 1960 144 Pads 42,013.89 78 New York NY 10033 1939 65 Units 92,983.73 79 Alameda CA 94546 2001 78,017 Sq. Ft. 76.75 80 Howard MD 21075 2005 31,798 Sq. Ft. 179.26 - -------------------------------------------------------------------------------------------------------------------- 81 Collin TX 75023 2003 21,817 Sq. Ft. 261.26 82 Sonoma CA 95407 1974 1998 103,600 Sq. Ft. 53.99 83 Broward FL 33309 1988 1991 30,114 Sq. Ft. 182.45 84 Pinal AZ 85220 1984 497 Pads 10,663.98 85 Will IL 60477 2002 49,719 Sq. Ft. 105.29 - -------------------------------------------------------------------------------------------------------------------- 86 Dallas TX 75244 2000 34,753 Sq. Ft. 148.19 87 Marion OR 97325 Various 223 Pads 22,825.11 87.1 Marion OR 97325 1995 113 Pads 87.2 Marion OR 97325 1993 110 Pads 88 Harris TX 77074 1981 90,046 Sq. Ft. 52.84 - -------------------------------------------------------------------------------------------------------------------- 89 Pima AZ 85713 1984 296 Pads 15,974.58 90 King WA 98092 1991 2001 142 Units 33,098.59 91 El Paso TX 79907 1982 2005 202 Units 22,376.24 92 Horry SC 29577 2002 38,638 Sq. Ft. 116.47 93 Jackson MO 64133 1999 13,905 Sq. Ft. 321.88 - -------------------------------------------------------------------------------------------------------------------- 94 Lincoln OR 97365 1988 1995 179 Pads 24,720.67 95 Du Page IL 60527 1974 78,318 Sq. Ft. 56.18 96 Washington OR 97008 1965 104 Pads 41,826.92 97 Miami-Dade FL 33015 2004 2005 17,415 Sq. Ft. 246.91 98 Clark NV 89012 2003 86,570 Sq. Ft. 49.67 - -------------------------------------------------------------------------------------------------------------------- 99 Los Angeles CA 90806 1982 1997 72,898 Sq. Ft. 55.56 100 Bexar TX 78216 2002 67,225 Sq. Ft. 59.75 101 Orange FL 32826 2002 67,899 Sq. Ft. 58.17 102 Washington TN 37604 1996 2004 158,410 Sq. Ft. 24.56 103 King WA 98002 1987 100 Pads 38,270.00 - -------------------------------------------------------------------------------------------------------------------- 104 Du Page IL 60101 1995 65,183 Sq. Ft. 57.41 105 Cass ND 58103 1997 2002 79 Units 47,326.00 106 Los Angeles CA 90210 1941 2002 5,711 Sq. Ft. 630.36 107 Ventura CA 93060 2002 81,092 Sq. Ft. 44.39 108 Clark NV 89120 1996 54,355 Sq. Ft. 66.17 - -------------------------------------------------------------------------------------------------------------------- 109 Westchester NY 10532 1987 1990 40,431 Sq. Ft. 86.39 110 Rockwall TX 75087 2002 69,425 Sq. Ft. 50.00 111 Jasper MO 64804 1988 2003 176 Units 19,416.18 112 El Paso TX 79924 1972 2004 100 Units 33,400.00 113 Robeson NC 28358 1985 1997 66,781 Sq. Ft. 47.77 - -------------------------------------------------------------------------------------------------------------------- 114 Alameda CA 94546 1986 40,302 Sq. Ft. 77.08 115 Mecklenberg NC Various Various 185,387 Sq. Ft. 16.72 115.1 Mecklenberg NC 28215 1983 82,902 Sq. Ft. 115.2 Mecklenberg NC 28105 1984 102,485 Sq. Ft. 116 Travis TX 78617 1991 1998 151 Pads 20,508.65 - -------------------------------------------------------------------------------------------------------------------- 117 Merced CA 95348 1972 120 Pads 25,075.24 118 Virginia Beach City VA 23464 1985 69,361 Sq. Ft. 43.13 119 Clark NV 89128 1998 80,500 Sq. Ft. 35.99 120 Hillsborough FL 33624 2000 64,226 Sq. Ft. 41.98 121 Arapahoe CO 80110 1977 2003 58,319 Sq. Ft. 43.21 - -------------------------------------------------------------------------------------------------------------------- 122 Clark NV 89149 2003 69,420 Sq. Ft. 34.57 123 Snohomish WA 98036 1969 1990 76 Units 30,921.05 124 Pitt NC 27834 2005 13,700 Sq. Ft. 167.88 125 Dallas TX 75088 2002 47,050 Sq. Ft. 48.63 126 Hillsborough FL 33613 1972 106 Pads 21,367.92 - -------------------------------------------------------------------------------------------------------------------- 127 Denton TX 76262 2004 12,650 Sq. Ft. 161.26 128 El Paso TX 79902 1973 2004 76 Units 26,315.79 129 Clark NV 89121 1997 68,950 Sq. Ft. 27.53 130 El Paso TX 79925 1974 84 Units 21,559.52 131 Dona Ana NM 88001 2004 9,000 Sq. Ft. 200.00 - -------------------------------------------------------------------------------------------------------------------- 132 Coweta GA 30265 2000 12,600 Sq. Ft. 111.11 THIRD THIRD MOST SECOND SECOND MOST PREPAYMENT PROVISIONS MOST RECENT RECENT NOI MOST RECENT RECENT NOI ID (# OF PAYMENTS)(9)(11)(13) NOI DATE NOI DATE - ------------------------------------------------------------------------------------------------ 1 L(27),D(29),O(4) 18,942,794 12/31/2003 20,596,736 12/31/2004 2 L(35),YM1(22),O(3) 2.1 2.2 3 L(26),D(89),O(5) - ------------------------------------------------------------------------------------------------ 4 L(26),D(90),O(4) 5 L(25),D(32),O(3) 622,151 12/31/2002 8,631,589 12/31/2003 6 L(25),D(91),O(4) 59,422,164 12/31/2003 69,462,505 12/31/2004 6.1 20,175,802 12/31/2003 23,601,570 12/31/2004 6.2 24,845,688 12/31/2003 27,192,845 12/31/2004 - ------------------------------------------------------------------------------------------------ 6.3 14,400,674 12/31/2003 18,668,090 12/31/2004 7 L(25),D(52),O(7) 9,892,495 12/31/2003 11,357,535 12/31/2004 8 L(27),D(27),O(6) 7,575,669 12/31/2002 7,718,798 12/31/2003 9 L(25),YM(57),O(2) 11,778,348 12/31/2002 9,884,159 12/31/2003 10 L(24),YM1(35),O(25) 6,192,270 12/31/2003 6,396,042 12/31/2004 - ------------------------------------------------------------------------------------------------ 11 L(29),D(26),O(5) 20,467,972 12/31/2003 19,037,158 T-12 10/31/2004 12 L(25),D(92),O(3) 3,052,580 12/31/2002 3,523,991 12/31/2003 13 L(25),D(31),O(4) 2,923,253 12/31/2002 3,218,664 12/31/2003 14 L(24),D(93),O(4) 2,993,326 12/31/2003 2,788,244 12/31/2004 15 L(25),D(91),O(4) - ------------------------------------------------------------------------------------------------ 15.1 15.2 15.3 15.4 16 L(24),D(93),O(3) 1,614,208 12/31/2003 2,009,360 12/31/2004 - ------------------------------------------------------------------------------------------------ 17 L(26),D(89),O(5) 1,853,909 12/31/2003 2,099,657 12/31/2004 18 L(25),D(28),O(7) 1,774,785 12/31/2003 1,787,053 12/31/2004 18.1 579,165 12/31/2003 576,936 12/31/2004 18.2 516,683 12/31/2003 531,686 12/31/2004 18.3 500,435 12/31/2003 472,190 12/31/2004 - ------------------------------------------------------------------------------------------------ 18.4 178,501 12/31/2003 206,241 12/31/2004 19 L(24),D(93),O(3) 759,433 12/31/2004 20 L(24),D(93),O(4) 2,006,580 12/31/2003 2,135,544 12/31/2004 21 L(24),D(93),O(4) 2,611,947 12/31/2003 2,999,556 12/31/2004 22 L(24),D(30),O(7) 2,361,214 12/31/2003 2,215,311 12/31/2004 - ------------------------------------------------------------------------------------------------ 22.1 1,547,202 12/31/2003 1,653,478 12/31/2004 22.2 635,935 12/31/2003 380,148 12/31/2004 22.3 178,077 12/31/2003 181,685 12/31/2004 23 L(25),D(92),O(3) 2,504,441 12/31/2004 24 L(24),D(93),O(4) 1,975,907 12/31/2003 2,235,150 12/31/2004 - ------------------------------------------------------------------------------------------------ 25 L(26),D(91),O(3) 1,353,474 12/31/2002 1,483,623 12/31/2003 26 L(25),D(92),O(3) 2,014,091 12/31/2003 27 L(29),D(52),O(3) 117,732 12/31/2003 1,246,199 12/31/2004 28 L(26),D(90),O(4) 576,139 12/31/2002 622,408 12/31/2003 29 L(25),D(92),O(3) 1,364,631 12/31/2003 1,350,664 12/31/2004 - ------------------------------------------------------------------------------------------------ 30 L(26),D(91),O(3) 1,304,798 12/31/2003 1,430,771 12/31/2004 31 L(24),D(93),O(4) 1,186,179 12/31/2003 1,189,135 12/31/2004 32 L(24),D(93),O(3) 1,074,970 12/31/2004 32.1 596,133 12/31/2004 32.2 346,529 12/31/2004 - ------------------------------------------------------------------------------------------------ 32.3 132,308 12/31/2004 33 L(25),D(92),O(3) 1,830,370 12/31/2004 34 L(26),YM1(90),O(4) 1,021,217 12/31/2003 999,864 12/31/2004 35 L(24),D(93),O(4) 36 L(24),D(93),O(3) 1,072,797 12/31/2003 1,164,374 12/31/2004 - ------------------------------------------------------------------------------------------------ 37 L(24),D(94),O(3) 1,106,440 12/31/2003 1,260,432 12/31/2004 38 L(24),D(93),O(4) 1,022,798 12/31/2003 1,036,497 12/31/2004 39 L(26),D(90),O(4) 1,164,298 12/31/2002 1,223,088 12/31/2003 40 L(25),D(92),O(3) 1,207,142 12/31/2003 1,177,333 12/31/2004 41 L(25),D(91),O(4) 1,018,455 2/1/2002 1,018,501 2/1/2003 - ------------------------------------------------------------------------------------------------ 42 L(24),D(35),O(1) 604,824 12/31/2003 912,512 12/31/2004 42.1 317,423 12/31/2004 42.2 222,762 12/31/2003 216,379 12/31/2004 42.3 208,873 12/31/2003 205,225 12/31/2004 42.4 173,688 12/31/2003 173,485 12/31/2004 - ------------------------------------------------------------------------------------------------ 43 L(25),D(34),O(1) 1,458,914 12/31/2002 1,252,588 12/31/2003 44 L(25),D(34),O(1) 1,780,020 12/31/2003 965,961 12/31/2004 45 L(25),D(90),O(5) 931,126 12/31/2002 949,471 12/31/2003 46 L(26),D(91),O(3) 686,752 12/31/2002 1,328,037 12/31/2003 47 L(26),D(91),O(3) 763,288 12/31/2003 740,279 12/31/2004 - ------------------------------------------------------------------------------------------------ 48 L(26),D(91),O(3) 964,718 12/31/2003 973,230 12/31/2004 49 L(29),YM0.5(87),O(4) 50 L(25),D(91),O(4) 799,424 12/31/2003 707,346 12/31/2004 51 L(25),D(91),O(4) 927,297 12/31/2003 52 L(25),D(92),O(3) 839,773 12/31/2003 1,061,825 12/31/2004 - ------------------------------------------------------------------------------------------------ 53 L(36),YM1(80),O(4) 1,411,822 12/31/2002 1,385,501 12/31/2003 54 L(26),D(91),O(3) 1,008,414 12/31/2003 1,089,654 12/31/2004 55 L(36),YM1(81),O(3) 976,034 12/31/2003 895,206 12/31/2004 56 L(24),D(92),O(4) 57 L(25),D(88),O(7) 805,128 12/31/2003 785,671 12/31/2004 - ------------------------------------------------------------------------------------------------ 58 L(25),D(92),O(3) 490,629 12/31/2004 59 L(25),D(91),O(4) 922,536 12/31/2003 973,759 12/31/2004 60 L(24),D(93),O(4) 61 L(24),D(93),O(3) 738,183 12/31/2003 570,429 12/31/2004 62 L(27),D(90),O(3) 656,935 12/31/2003 690,876 12/31/2004 - ------------------------------------------------------------------------------------------------ 63 L(26),D(91),O(3) 689,826 12/31/2003 703,941 12/31/2004 64 L(25),D(92),O(3) 813,561 12/31/2003 1,003,383 12/31/2004 65 L(25),D(92),O(3) 66 L(24),D(92),O(4) 754,150 12/31/2003 783,772 12/31/2004 67 L(25),D(92),O(3) 576,004 12/31/2003 674,564 12/31/2004 - ------------------------------------------------------------------------------------------------ 68 L(24),D(93),O(3) 741,702 12/31/2003 681,116 12/31/2004 69 L(25),D(92),O(3) 761,216 12/31/2004 70 L(60),YM1(57),O(3) 560,859 12/31/2003 495,110 12/31/2004 71 L(24),D(93),O(3) 611,393 12/31/2003 649,966 12/31/2004 71.1 - ------------------------------------------------------------------------------------------------ 71.2 72 L(24),D(93),O(3) 944,036 12/31/2003 843,227 12/31/2004 73 L(26),D(91),O(3) 74 L(27),D(90),O(3) 510,226 12/31/2003 510,852 12/31/2004 75 L(25),D(92),O(3) 956,959 12/31/2003 936,625 12/31/2004 - ------------------------------------------------------------------------------------------------ 76 L(26),D(90),O(4) 650,769 12/31/2002 562,593 12/31/2003 77 L(25),D(92),O(3) 478,543 12/31/2003 512,116 12/31/2004 78 L(25),D(28),O(7) 360,642 12/31/2003 383,949 12/31/2004 79 L(26),D(91),O(3) 11,092 12/31/2003 425,685 12/31/2004 80 L(24),D(93),O(3) - ------------------------------------------------------------------------------------------------ 81 L(25),D(92),O(3) 29,810 12/31/2003 166,299 12/31/2004 82 L(25),D(92),O(3) 476,085 12/31/2003 555,559 12/31/2004 83 L(60),YM1(57),O(3) 406,458 12/31/2002 370,134 12/31/2003 84 L(25),D(92),O(3) 553,053 12/31/2003 557,173 12/31/2004 85 L(25),D(92),O(3) 197,570 12/31/2004 - ------------------------------------------------------------------------------------------------ 86 L(24),D(93),O(3) 402,189 12/31/2003 466,753 12/31/2004 87 L(24),D(35),O(1) 487,560 12/31/2003 444,896 12/31/2004 87.1 257,497 12/31/2003 191,948 12/31/2004 87.2 230,063 12/31/2003 252,948 12/31/2004 88 L(27),D(90),O(3) 595,396 12/31/2003 545,740 12/31/2004 - ------------------------------------------------------------------------------------------------ 89 L(26),D(91),O(3) 453,925 12/31/2002 434,186 12/31/2003 90 L(24),D(93),O(3) 562,269 12/31/2003 554,636 12/31/2004 91 L(25),D(92),O(3) 423,442 12/31/2003 366,437 12/31/2004 92 L(36),YM1(81),O(3) 62,216 12/31/2003 72,603 12/31/2004 93 L(25),D(92),O(3) - ------------------------------------------------------------------------------------------------ 94 L(24),D(35),O(1) 401,506 12/31/2003 427,014 12/31/2004 95 L(27),D(90),O(3) 380,737 12/31/2003 419,617 12/31/2004 96 L(24),D(35),O(1) 383,402 12/31/2003 386,986 12/31/2004 97 L(24),D(93),O(3) 98 L(25),D(92),O(3) 254,281 12/31/2004 - ------------------------------------------------------------------------------------------------ 99 L(27),D(90),O(3) 635,501 12/31/2002 590,447 12/31/2003 100 L(26),D(91),O(3) 209,990 12/31/2003 301,463 12/31/2004 101 L(25),D(92),O(3) 109,415 12/31/2004 102 L(26),D(91),O(3) 324,688 12/31/2003 321,565 12/31/2004 103 L(24),D(35),O(1) 212,363 12/31/2004 - ------------------------------------------------------------------------------------------------ 104 L(26),D(91),O(3) 122,742 12/31/2003 105 L(27),D(90),O(3) 387,758 12/31/2004 106 L(24),D(92),O(4) 107 L(25),D(92),O(3) 16,444 12/31/2003 209,925 12/31/2004 108 L(25),D(92),O(3) 314,471 12/31/2003 295,162 12/31/2004 - ------------------------------------------------------------------------------------------------ 109 L(26),D(91),O(3) 451,322 12/31/2003 451,683 12/31/2004 110 L(25),D(92),O(3) 110,596 12/31/2003 213,373 12/31/2004 111 L(25),D(92),O(3) 258,006 12/31/2003 348,818 12/31/2004 112 L(25),D(92),O(3) 291,917 12/31/2004 113 L(27),D(90),O(3) 359,563 12/31/2002 366,881 12/31/2003 - ------------------------------------------------------------------------------------------------ 114 L(26),D(91),O(3) 266,372 12/31/2003 303,951 12/31/2004 115 L(24),D(92),O(4) 430,701 12/31/2003 447,529 12/31/2004 115.1 115.2 116 L(25),D(92),O(3) 298,720 12/31/2003 288,602 12/31/2004 - ------------------------------------------------------------------------------------------------ 117 L(26),D(91),O(3) 206,667 12/31/2002 238,295 12/31/2003 118 L(27),D(90),O(3) 369,341 12/31/2003 407,597 12/31/2004 119 L(25),D(92),O(3) 534,850 12/31/2002 565,697 12/31/2003 120 L(25),D(92),O(3) 339,177 12/31/2004 121 L(25),D(92),O(3) 179,823 12/31/2003 208,428 12/31/2004 - ------------------------------------------------------------------------------------------------ 122 L(25),D(91),O(4) 436,251 12/31/2004 123 L(59),YM1(58),O(3) 336,514 12/31/2003 252,825 12/31/2004 124 L(24),D(93),O(3) 125 L(24),D(93),O(3) 64,256 12/31/2003 119,799 12/31/2004 126 L(26),D(91),O(3) 201,776 12/31/2003 184,493 12/31/2004 - ------------------------------------------------------------------------------------------------ 127 L(60),YM1(57),O(3) 23,744 12/31/2004 128 L(25),D(92),O(3) 106,605 12/31/2004 129 L(25),D(92),O(3) 468,273 12/31/2003 490,001 12/31/2004 130 L(25),D(92),O(3) 180,824 12/31/2004 131 L(24),D(93),O(3) - ------------------------------------------------------------------------------------------------ 132 L(25),D(92),O(3) MOST RECENT MOST RECENT NOI UNDERWRITTEN ID PROPERTY NAME NOI DATE NOI - ------------------------------------------------------------------------------------------------------------------------ 1 Oakland City Center 27,251,272 2 Inland Hewitt Office Portfolio 14,599,872 2.1 4 Overlook Point 10,412,937 2.2 Half Day Road 4,186,935 3 Garden City Plaza 8,941,967 - ------------------------------------------------------------------------------------------------------------------------ 4 123 William Street 7,986,630 5 Medici Apartments 8,353,983 12/31/2004 8,149,547 6 Loews Universal Hotel Portfolio 73,002,655 T-12 5/31/2005 78,461,540 6.1 Loews Portofino Bay 25,500,084 T-12 5/31/2005 27,767,131 6.2 Loews Royal Pacific 27,586,111 T-12 5/31/2005 29,439,242 - ------------------------------------------------------------------------------------------------------------------------ 6.3 Hard Rock Hotel 19,916,460 T-12 5/31/2005 21,255,168 7 Oglethorpe Mall 11,549,124 T-12 4/30/2005 12,942,953 8 1301 Fannin 8,250,304 12/31/2004 7,753,226 9 One Main Place 8,822,883 T-12 12/31/2004 6,630,176 10 The Barlow Building 6,567,218 T-12 4/30/2005 5,986,182 - ------------------------------------------------------------------------------------------------------------------------ 11 125 West 55th Street 18,603,030 12 25 West 45th Street 3,672,464 12/31/2004 3,843,249 13 11 Dupont Circle 3,294,030 12/31/2004 3,407,588 14 330 7th Avenue 3,971,444 Ann. 5/31/2005 3,596,755 15 Spirit Finance Portfolio 3,615,738 - ------------------------------------------------------------------------------------------------------------------------ 15.1 CarMax Jacksonville 1,162,201 15.2 CarMax Ontario 981,415 15.3 CarMax Pompano Beach 742,518 15.4 CarMax Midlothian 729,604 16 Greens at Irene 2,270,135 T-12 5/31/2005 2,641,392 - ------------------------------------------------------------------------------------------------------------------------ 17 Village at Main Street Shopping Center 2,146,558 T-12 3/31/2005 2,517,098 18 Wiener Apartment Portfolio XI 2,318,177 18.1 671-681 West 193rd Street 826,132 18.2 11 Hillside Avenue 629,052 18.3 4530 Broadway 636,207 - ------------------------------------------------------------------------------------------------------------------------ 18.4 240 East 18th Street 226,786 19 Red Hawk at Sheely Farms 1,347,071 T-12 3/31/2005 2,274,467 20 Ivystone Apartments 2,208,514 T-12 3/31/2005 2,184,351 21 Marriott Courtyard - San Diego 3,108,296 T-12 4/29/2005 2,959,495 22 Bakersfield Office Portfolio 3,485,480 Ann. 6/30/2005 1,843,380 - ------------------------------------------------------------------------------------------------------------------------ 22.1 Cal Twin Centre 2,783,424 Ann. 6/30/2005 1,236,321 22.2 Parkway Center I 528,012 Ann. 6/30/2005 456,031 22.3 Parkway Center II 174,044 Ann. 6/30/2005 151,028 23 South View Apartments 2,693,937 T-12 3/31/2005 2,263,925 24 Residence Inn El Segundo 2,288,420 T-12 4/29/2005 2,033,764 - ------------------------------------------------------------------------------------------------------------------------ 25 Renaissance Towne Center 1,591,256 T-12 12/31/2004 1,501,000 26 Brewery Station 1,189,509 12/31/2004 1,647,567 27 Chapel Ridge 1,534,348 Ann. 4/30/2005 1,612,706 28 The Market at Parmer Lane 684,880 12/31/2004 1,351,258 29 Town & Country Shopping Center 1,324,656 T-12 3/31/2005 1,446,215 - ------------------------------------------------------------------------------------------------------------------------ 30 Woodmen Valley Shopping Center 1,409,399 T-12 3/31/2005 1,378,132 31 Kona Coast Shopping Center 1,391,967 T-12 3/31/2005 1,301,848 32 Lindsey Office Portfolio 1,130,402 T-12 2/28/2005 1,375,409 32.1 Lindsey Office - Lakeside Center I 602,997 T-12 2/28/2005 578,543 32.2 Lindsey Office - Millsap 343,608 T-12 2/28/2005 530,786 - ------------------------------------------------------------------------------------------------------------------------ 32.3 Lindsey Office - Lakeside Center II 183,798 T-12 2/28/2005 266,080 33 Stone Gate Apartments 1,902,478 T-12 3/31/2005 1,686,361 34 Westpark Shopping Center 953,488 T-12 2/28/2005 1,382,597 35 Ivy Hollow Apartments 489,058 Ann. 5/31/2005 1,037,519 36 Arapahoe Village 1,149,569 T-12 4/30/2005 895,126 - ------------------------------------------------------------------------------------------------------------------------ 37 12000 Biscayne Office Building 1,295,088 T-12 4/30/2005 1,281,973 38 Oak Lake Apartments 1,071,837 T-12 3/31/2005 1,060,337 39 Premiere Place Shopping Center 1,184,538 12/31/2004 1,139,902 40 Springs MHC 1,179,276 T-12 3/31/2005 1,175,728 41 Doheny Village Center 1,058,985 2/1/2004 1,102,024 - ------------------------------------------------------------------------------------------------------------------------ 42 Windstone MHC - IPG Portfolio 975,379 T-12 3/31/2005 994,066 42.1 The Pines MHC - IPG 378,737 T-12 3/31/2005 431,460 42.2 Windstone MHC - IPG 214,894 T-12 3/31/2005 181,270 42.3 Meadow View MHC - IPG 217,068 T-12 3/31/2005 221,651 42.4 River Place MHC - IPG 164,680 T-12 3/31/2005 159,685 - ------------------------------------------------------------------------------------------------------------------------ 43 Nittany Crossing Apartments 1,252,575 T-12 12/31/2004 1,336,212 44 State College Park Apartments 1,203,815 T-12 5/31/2005 1,233,379 45 Shaws Marketplace 956,667 12/31/2004 979,223 46 Plano Tech Center 1,364,979 T-12 12/31/2004 1,266,002 47 Dimmock Square Shopping Center 810,667 T-12 2/28/2005 1,471,513 - ------------------------------------------------------------------------------------------------------------------------ 48 Crown Woods Apartments 999,604 T-12 3/31/2005 991,616 49 Senior Aerospace 1,040,679 50 One Sovereign Place Apartments 833,624 Ann. 3/31/2005 873,745 51 Red Mountain Plaza 1,097,223 12/31/2004 1,031,550 52 Gold Canyon RV Park 1,073,654 T-12 2/28/2005 1,060,772 - ------------------------------------------------------------------------------------------------------------------------ 53 Drum Hill Shopping Center 1,510,441 12/31/2004 1,387,993 54 Deer Valley Apartments 1,064,873 T-12 1/31/2005 1,052,638 55 Westgate Plaza 814,192 T-12 5/31/2005 1,011,385 56 Arbor Crest Apartments 618,530 57 Chino Promenade 855,052 - ------------------------------------------------------------------------------------------------------------------------ 58 San Mateo Apartments 671,876 T-12 3/31/2005 765,027 59 Dover Shopping Center 880,301 60 1608 Chestnut Street 648,596 Ann. 5/31/2005 778,313 61 Greenbrier at Tanasbourne Apartments 666,571 T-12 5/31/2005 799,695 62 Avanti Apartments 664,924 T-12 3/31/2005 680,252 - ------------------------------------------------------------------------------------------------------------------------ 63 Alderwood Retail 685,532 T-12 2/28/2005 618,222 64 Homewood Suites-Tallahassee 1,012,180 T-12 4/30/2005 925,553 65 Graham Town Center 614,284 66 Princess Anne Farm Fresh 715,042 67 Sand Pebble Apartments 627,907 T-12 3/31/2005 635,157 - ------------------------------------------------------------------------------------------------------------------------ 68 West 45th Business Center 718,099 T-12 4/30/2005 783,682 69 Tinley Crossings - 8151 W 183rd 799,087 T-12 4/30/2005 707,433 70 Terrace Apartments 509,651 T-12 4/30/2005 567,286 71 Portland Storage - Spokane 653,496 T-12 3/31/2005 542,573 71.1 Portland Storage - Spokane North - ------------------------------------------------------------------------------------------------------------------------ 71.2 Portland Storage - Spokane East 72 Links at Harrison 835,791 T-12 5/31/2005 756,603 73 Centre of Merritt 567,076 T-12 12/31/2004 681,805 74 Landmark Apartments 511,424 T-12 2/28/2005 549,114 75 The Groves 944,541 T-12 2/28/2005 931,291 - ------------------------------------------------------------------------------------------------------------------------ 76 Hamilton Mill on Bentley 447,546 T-12 4/30/2005 576,450 77 Briarwood MHC 513,721 T-12 4/30/2005 502,230 78 105-115 Bennett Avenue 522,212 79 Castro Valley Hayward Storage 520,893 T-12 4/30/2005 577,886 80 Chartwell Medical Office Building 548,052 - ------------------------------------------------------------------------------------------------------------------------ 81 Luna Crossing 169,004 T-12 1/31/2005 506,989 82 Stor-N-Loc Santa Rosa 568,684 T-12 4/30/2005 510,996 83 Shoppes at Corporate Park 493,658 T-12 12/31/2004 485,427 84 Sunrise RV Park 555,667 T-12 2/28/2005 534,985 85 Tinley Crossings - 18410 Crossings Dr 199,614 T-12 4/30/2005 515,441 - ------------------------------------------------------------------------------------------------------------------------ 86 Valley View Market 473,868 T-12 3/31/2005 516,643 87 Windemere & Mill Creek MHCs - IPG 465,242 T-12 3/31/2005 460,626 87.1 Windemere MHC 213,796 T-12 3/31/2005 216,204 87.2 Mill Creek MHC 251,446 T-12 3/31/2005 244,422 88 8300 Bissonnet 533,187 T-12 2/28/2005 532,880 - ------------------------------------------------------------------------------------------------------------------------ 89 Western Way RV Resort 459,803 T-12 12/31/2004 425,397 90 Clearwater Ridge Apartments 545,424 T-12 2/28/2005 543,677 91 Valle Sereno Apartments 372,761 T-12 3/31/2005 420,960 92 Three Corporate Centre 93,754 T-12 3/31/2005 370,753 93 Raytown Walgreens 384,221 - ------------------------------------------------------------------------------------------------------------------------ 94 Longview MHC 432,653 T-12 4/30/2005 396,389 95 7926 South Madison Street 429,530 T-12 2/28/2005 429,690 96 Hidden Village MHC 400,357 T-12 3/31/2005 375,357 97 Hialeah 439,821 98 Storage One @ Stephanie 370,165 T-12 4/30/2005 507,857 - ------------------------------------------------------------------------------------------------------------------------ 99 Yelland - Long Beach 583,676 T-12 12/31/2004 572,134 100 Castle Hills Self Storage 322,087 T-12 2/28/2005 411,051 101 Storaway Orlando 325,925 T-12 1/31/2005 379,698 102 Storage Max Self Storage 334,539 T-12 2/28/2005 354,595 103 Auburn Green 349,034 T-12 4/30/2005 325,673 - ------------------------------------------------------------------------------------------------------------------------ 104 2105 Corporate Drive 443,704 T-12 12/31/2004 404,567 105 Skaff Apartments 380,275 T-12 2/28/2005 372,230 106 326 North Rodeo Drive 1,347,192 12/31/2004 1,361,926 107 Santa Paula Self Storage 270,176 T-12 3/31/2005 404,519 108 Storage One @ Annie Oakley 314,308 T-12 3/31/2005 329,577 - ------------------------------------------------------------------------------------------------------------------------ 109 Hawthorne Self Storage 504,077 T-12 2/28/2005 427,991 110 Advantage Self Storage Rockwall 276,741 T-12 4/30/2005 349,686 111 Tanglewood Apartments 398,538 T-12 4/30/2005 416,936 112 La Mirada Apartments 213,171 T-12 3/31/2005 294,392 113 Lumber River Village 385,304 T-12 12/31/2004 358,703 - ------------------------------------------------------------------------------------------------------------------------ 114 Castro Valley Storage 314,280 T-12 4/30/2005 299,095 115 Shurgard Eastland/COTT 431,048 Ann. 3/31/2005 400,077 115.1 Shurgard - Charlotte 115.2 Shurgard - Matthews 116 Meadows at Carson Creek 287,845 T-12 1/31/2005 280,871 - ------------------------------------------------------------------------------------------------------------------------ 117 Merced Mobile Estates 248,752 T-12 12/31/2004 264,140 118 Fairfield Self Storage 451,003 T-12 3/31/2005 361,787 119 Storage One @ Rock Springs 604,879 T-12 12/31/2004 636,115 120 Budget Self Storage of Tampa 266,364 T-12 2/28/2005 336,305 121 A Storage Place - Englewood 213,741 T-12 2/28/2005 247,329 - ------------------------------------------------------------------------------------------------------------------------ 122 Storage One at Ann Road 440,260 Ann. 1/31/2005 454,685 123 Cambridge Square II 274,449 T-12 2/28/2005 253,879 124 StreetSide at Greenville 213,149 125 Advantage Self Storage Rowlett 151,678 T-12 4/30/2005 161,776 126 Tyrone Village MHC 185,460 T-12 3/31/2005 188,066 - ------------------------------------------------------------------------------------------------------------------------ 127 Roanoke Corners 73,359 T-12 4/30/2005 188,595 128 Sedona Peak Apartments 153,607 T-12 3/31/2005 186,962 129 Storage One @ Pecos Mini 498,704 T-12 1/31/2005 512,560 130 Apache Arms Apartments 158,474 T-12 3/31/2005 165,546 131 WSG Las Cruces 148,795 - ------------------------------------------------------------------------------------------------------------------------ 132 Thomas Crossroads 136,034 UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN ID REVENUE EGI EXPENSES RESERVES TI/LC - ------------- ----------------------------------------------------------------------------- 1 54,848,897 51,530,095 24,278,823 364,918 1,824,737 2 14,653,095 23,775,493 9,175,621 228,913 2.1 10,496,730 17,063,616 6,650,679 119,307 2.2 4,156,365 6,711,877 2,524,942 109,606 3 14,692,974 16,457,923 7,515,958 145,754 651,525 - ------------- ----------------------------------------------------------------------------- 4 12,341,826 14,380,900 6,394,270 149,835 578,117 5 11,727,122 12,112,952 3,963,405 126,400 6 154,893,134 230,239,687 151,778,146 9,209,587 6.1 51,553,969 79,565,790 51,798,659 3,182,632 6.2 57,635,325 88,678,263 59,239,021 3,547,131 - ------------- ----------------------------------------------------------------------------- 6.3 45,703,840 61,995,634 40,740,466 2,479,825 7 19,877,957 18,836,707 5,893,754 157,811 389,277 8 12,333,211 17,715,387 9,962,161 238,535 995,780 9 10,251,109 15,531,109 8,900,933 202,039 602,852 10 7,975,449 8,995,449 3,009,266 53,048 512,662 - ------------- ----------------------------------------------------------------------------- 11 24,128,537 32,687,396 14,084,366 194,416 254,595 12 5,287,557 6,298,499 2,455,250 41,482 233,937 13 4,309,060 5,173,304 1,765,717 29,805 227,234 14 5,689,828 6,866,330 3,269,575 49,368 245,375 15 3,670,800 3,670,800 55,062 22,304 - ------------- ----------------------------------------------------------------------------- 15.1 1,179,900 1,179,900 17,699 10,111 15.2 996,360 996,360 14,945 4,094 15.3 753,825 753,825 11,307 3,997 15.4 740,715 740,715 11,111 4,102 16 4,107,825 4,267,825 1,626,433 113,400 - ------------- ----------------------------------------------------------------------------- 17 2,555,263 3,169,893 652,795 20,061 104,425 18 3,777,442 3,917,523 1,599,346 85,000 18.1 1,408,036 1,408,036 581,904 31,000 18.2 1,020,790 1,020,790 391,738 22,500 18.3 848,657 988,738 352,531 18,250 - ------------- ----------------------------------------------------------------------------- 18.4 499,958 499,958 273,173 13,250 19 3,500,000 3,674,708 1,400,241 81,600 20 3,267,505 3,411,095 1,226,744 92,000 21 7,103,658 8,472,024 5,512,529 338,881 22 3,245,591 3,574,534 1,731,154 42,516 106,669 - ------------- ----------------------------------------------------------------------------- 22.1 2,245,993 2,465,869 1,229,548 30,331 76,159 22.2 779,471 875,343 419,312 9,665 24,256 22.3 220,126 233,322 82,294 2,520 6,254 23 3,622,464 3,708,464 1,444,539 127,889 24 4,935,384 5,040,786 3,007,022 201,631 - ------------- ----------------------------------------------------------------------------- 25 1,528,250 2,046,341 545,341 9,553 57,091 26 1,711,085 2,117,258 469,691 21,792 77,280 27 3,265,735 3,340,735 1,728,029 74,340 28 1,517,799 2,007,834 656,576 12,235 50,385 29 1,545,216 1,982,095 535,880 51,918 119,684 - ------------- ----------------------------------------------------------------------------- 30 1,458,805 1,933,805 555,673 37,404 83,143 31 1,552,062 2,440,535 1,138,687 12,287 41,477 32 1,662,831 1,915,614 540,205 25,577 137,154 32.1 635,866 795,866 217,323 10,230 65,927 32.2 629,909 722,692 191,906 10,227 56,515 - ------------- ----------------------------------------------------------------------------- 32.3 397,056 397,056 130,976 5,120 14,712 33 2,604,672 2,744,672 1,058,311 84,000 34 1,490,002 1,797,102 414,504 41,036 68,822 35 1,470,878 1,507,190 469,671 45,600 36 1,041,981 1,341,231 446,105 13,107 63,041 - ------------- ----------------------------------------------------------------------------- 37 2,411,888 2,472,888 1,190,916 30,185 193,017 38 1,612,245 1,653,015 592,678 43,172 39 1,227,004 1,459,999 320,097 30,773 59,830 40 1,745,710 1,756,832 581,104 18,440 41 1,137,205 1,391,127 289,103 12,294 54,705 - ------------- ----------------------------------------------------------------------------- 42 1,688,752 1,688,752 694,686 20,640 42.1 692,760 692,760 261,301 8,040 42.2 322,464 322,464 141,194 3,920 42.3 346,031 346,031 124,380 4,080 42.4 327,497 327,497 167,811 4,600 - ------------- ----------------------------------------------------------------------------- 43 2,879,513 3,082,513 1,746,301 85,500 44 2,655,734 2,855,734 1,622,356 84,223 45 1,021,787 1,318,787 339,564 15,090 11,295 46 1,429,074 1,819,074 553,072 38,680 159,431 47 1,564,910 1,834,910 363,396 15,925 72,088 - ------------- ----------------------------------------------------------------------------- 48 1,665,161 1,761,161 769,545 59,061 49 1,072,865 1,072,865 32,186 13,472 31,762 50 1,454,212 1,587,213 713,468 43,000 51 1,068,245 1,300,492 268,942 6,927 46,256 52 1,728,136 2,204,420 1,143,648 30,040 - ------------- ----------------------------------------------------------------------------- 53 1,406,538 1,955,630 567,637 27,793 53,756 54 2,079,144 2,126,044 1,073,406 55,726 55 1,163,734 1,883,734 872,350 18,238 108,546 56 877,421 887,421 268,891 16,000 57 891,176 1,154,095 299,043 12,855 44,224 - ------------- ----------------------------------------------------------------------------- 58 1,330,909 1,445,209 680,182 62,000 59 936,829 1,120,116 239,815 11,109 19,890 60 780,065 910,231 131,918 8,900 44,498 61 1,430,000 1,461,000 661,305 40,480 62 1,099,857 1,186,102 505,850 24,924 - ------------- ----------------------------------------------------------------------------- 63 637,498 822,498 204,276 6,425 38,956 64 2,552,752 2,732,752 1,807,199 109,310 65 665,338 892,867 278,583 8,119 35,225 66 761,342 832,170 117,128 11,502 35,944 67 1,331,454 1,419,488 784,331 57,824 - ------------- ----------------------------------------------------------------------------- 68 895,797 1,200,677 416,995 26,150 85,083 69 766,481 851,856 144,423 9,941 67,810 70 996,577 1,087,077 519,791 43,500 71 832,970 928,158 385,586 21,202 71.1 - ------------- ----------------------------------------------------------------------------- 71.2 72 1,298,554 1,369,554 612,950 70,200 73 747,700 951,200 269,395 9,012 12,721 74 935,691 981,191 432,077 28,633 75 1,468,582 1,518,582 587,291 17,640 - ------------- ----------------------------------------------------------------------------- 76 1,319,698 1,375,359 798,909 84,728 77 684,684 766,684 264,454 5,800 78 848,009 848,009 325,797 16,250 79 845,231 881,038 303,152 11,703 80 800,313 800,313 252,262 6,314 42,692 - ------------- ----------------------------------------------------------------------------- 81 523,241 713,241 206,252 3,273 21,842 82 871,844 929,844 418,847 15,540 83 501,478 783,778 298,351 9,938 26,909 84 941,703 1,085,866 550,881 19,880 85 536,114 647,839 132,398 9,944 43,396 - ------------- ----------------------------------------------------------------------------- 86 537,968 765,968 249,325 5,050 28,718 87 782,268 782,268 321,642 8,920 87.1 375,000 375,000 158,796 4,520 87.2 407,268 407,268 162,846 4,400 88 956,884 961,884 429,004 13,507 86,205 - ------------- ----------------------------------------------------------------------------- 89 614,089 786,721 361,324 13,320 90 981,677 1,028,577 484,900 28,400 91 886,233 967,793 546,834 50,702 92 662,115 682,325 311,572 7,728 37,628 93 393,000 438,940 54,719 2,086 - ------------- ----------------------------------------------------------------------------- 94 616,362 621,822 225,433 7,040 95 571,885 621,885 192,195 24,514 25,761 96 550,392 634,746 259,390 4,160 97 447,556 592,056 152,236 2,611 12,833 98 734,640 774,969 267,112 12,986 - ------------- ----------------------------------------------------------------------------- 99 923,398 1,019,970 447,836 10,935 100 695,301 717,358 306,308 10,219 2,500 101 585,866 638,366 258,668 10,185 102 798,491 798,491 443,896 23,844 103 493,774 493,774 168,101 4,000 - ------------- ----------------------------------------------------------------------------- 104 422,603 593,603 189,036 24,018 36,828 105 570,390 590,793 218,564 18,456 106 1,421,953 1,500,679 138,753 2,879 5,324 107 567,792 671,792 267,273 12,164 108 495,404 548,340 218,762 8,153 - ------------- ----------------------------------------------------------------------------- 109 631,520 674,520 246,529 6,065 110 570,012 592,012 242,326 10,414 111 721,246 745,246 328,310 45,415 112 608,856 624,856 330,464 29,000 113 412,158 468,092 109,389 10,017 42,542 - ------------- ----------------------------------------------------------------------------- 114 515,581 543,678 244,584 6,000 115 674,330 747,872 347,795 34,125 115.1 115.2 116 415,980 415,980 135,109 6,000 - ------------- ----------------------------------------------------------------------------- 117 472,465 477,965 213,825 4,800 118 477,183 515,789 154,002 10,420 13,196 119 837,220 908,270 272,155 12,075 120 592,776 612,576 276,271 6,620 121 377,262 422,031 174,702 8,748 - ------------- ----------------------------------------------------------------------------- 122 681,514 714,876 260,192 10,413 123 514,865 542,865 288,986 22,648 124 218,643 254,343 41,194 2,055 6,300 125 332,893 350,293 188,517 7,028 126 337,962 339,162 151,096 4,240 - ------------- ----------------------------------------------------------------------------- 127 195,922 270,066 81,472 2,151 10,606 128 417,038 431,512 244,550 19,000 129 691,014 774,514 261,954 10,343 130 404,372 423,856 258,310 24,276 131 159,150 200,575 51,780 1,350 6,028 - ------------- ----------------------------------------------------------------------------- 132 144,415 172,915 36,881 1,890 14,385 UNDERWRITTEN NET LEASE ID CASH FLOW LARGEST TENANT(16) SF EXPIRATION 2ND LARGEST TENANT - ------------------------------------------------------------------------------------------------------------------------------------ 1 25,061,617 APL Limited 208,911 12/31/2006 Ask Jeeves, Inc. 2 14,370,960 2.1 10,293,630 Hewitt Associates LLC 818,686 11/25/2018 2.2 4,077,329 Hewitt Associates LLC 325,878 5/22/2014 3 8,144,687 Berkman, Henoch, Peterson & Peddy, P.C. 47,817 6/14/2011 Jaspan, Schlesinger, Hoffman LLP - ------------------------------------------------------------------------------------------------------------------------------------ 4 7,258,678 Superintendent of Insurance 173,344 3/31/2011 People of the State of NY 5 8,023,147 6 69,251,953 6.1 24,584,499 6.2 25,892,112 - ------------------------------------------------------------------------------------------------------------------------------------ 6.3 18,775,342 7 12,395,865 Macy's 135,000 2/2/2013 JC Penney 8 6,518,911 ExxonMobil 334,859 2/14/2008 AIM Management Group, Inc. 9 5,825,285 Bank of America 264,279 12/31/2014 Ernst & Young 10 5,420,472 Abacus Technology Corp. 19,282 6/14/2014 Washington Eye Physicans - ------------------------------------------------------------------------------------------------------------------------------------ 11 18,154,019 LeBoeuf, Lamb, Greene & MacRae, L.L.P. 228,335 6/30/2012 Katz Communications 12 3,567,830 Merrill Communications 13,516 2/29/2012 Information Management 13 3,150,548 Society for Neuroscience 20,158 12/31/2005 National Women's Law Center 14 3,302,012 Isogon Corporation 36,000 2/28/2010 Center for English Studies 15 3,593,434 - ------------------------------------------------------------------------------------------------------------------------------------ 15.1 1,152,090 CarMax 50,555 6/30/2020 15.2 977,321 CarMax 20,471 6/30/2020 15.3 738,521 CarMax 19,983 6/30/2020 15.4 725,502 CarMax 20,509 6/30/2020 16 2,527,992 - ------------------------------------------------------------------------------------------------------------------------------------ 17 2,392,612 Bally Total Fitness 35,406 5/31/2009 US Bank 18 2,233,177 18.1 795,132 18.2 606,552 18.3 617,957 - ------------------------------------------------------------------------------------------------------------------------------------ 18.4 213,536 19 2,192,867 20 2,092,351 21 2,620,614 22 1,694,195 - ------------------------------------------------------------------------------------------------------------------------------------ 22.1 1,129,831 University of Phoenix 24,268 12/31/2009 Kaiser Foundation Health Plan 22.2 422,110 BrownArmstrong, Randell & Rey 20,531 8/31/2006 AT&T Wireless Services, Inc. 22.3 142,253 Bhogal, Bhaika Mehta MD's 3,984 3/31/2008 Fisher, Keathley and Ross 23 2,136,036 24 1,832,133 - ------------------------------------------------------------------------------------------------------------------------------------ 25 1,434,355 Longs Drugs Stores 10,215 2/28/2018 Nettle Creek 26 1,548,494 Micro Solutions Enterprises (MSE) 175,371 4/30/2012 Biagi Brothers 27 1,538,366 28 1,288,638 HEB 69,772 6/30/2013 La Morada 29 1,274,613 Burlington Coat 62,574 1/31/2015 BlueCross BlueShield - ------------------------------------------------------------------------------------------------------------------------------------ 30 1,257,585 Woolworths c/o Kimco 61,453 1/31/2011 King Soopers 31 1,248,084 KTA Super Stores 28,422 1/31/2029 Ross Stores, Inc. 32 1,212,678 32.1 502,386 Acosta, Inc. 16,111 7/31/2006 AdminOne Corporation, Inc. 32.2 464,044 Arkansas Blue Cross & Blue Shield 8,707 12/31/2007 Morgan Stanley DW Inc. - ------------------------------------------------------------------------------------------------------------------------------------ 32.3 246,248 GE Cap. Corp., Consumer Finance 25,600 5/6/2011 33 1,602,361 34 1,272,739 Linens 'N Things 30,000 1/31/2011 The Tile Shop 35 991,919 36 818,978 Fox & Hound of Colorado, Inc. 10,460 12/31/2006 Hollywood Entertainment - ------------------------------------------------------------------------------------------------------------------------------------ 37 1,058,771 Hasbro Latin America 7,140 6/14/2005 Travalco USA, Inc. 38 1,017,165 39 1,049,299 Belk 50,739 8/5/2017 Goody's 40 1,157,288 41 1,035,024 Stats Floral 25,600 1/31/2010 Smart & Final - ------------------------------------------------------------------------------------------------------------------------------------ 42 973,426 42.1 423,420 42.2 177,350 42.3 217,571 42.4 155,085 - ------------------------------------------------------------------------------------------------------------------------------------ 43 1,250,712 44 1,149,156 45 952,838 Shaws 65,227 2/28/2021 Hollywood Entertainment Corporation 46 1,067,892 Alliance Systems, Inc. 82,880 7/31/2011 Muratec America, Inc. 47 1,383,500 Best Buy 30,000 1/31/2015 Old Navy - ------------------------------------------------------------------------------------------------------------------------------------ 48 932,555 49 995,446 Senior Operations, Inc. 134,720 6/30/2018 50 830,745 51 978,367 Michael's 23,594 2/28/2013 Petsmart 52 1,030,732 - ------------------------------------------------------------------------------------------------------------------------------------ 53 1,306,444 Wal-Mart 94,345 1/31/2011 Hannaford 54 996,912 55 884,601 Best Fitness 20,000 7/31/2020 Fashion Bug 56 602,530 57 797,973 24 Hour Fitness 15,500 12/31/2012 The Turning Point Church - ------------------------------------------------------------------------------------------------------------------------------------ 58 703,027 59 849,302 Giant Foods 44,744 9/30/2021 M&T Bank 60 724,916 The Art Institute of Philadelphia 49,750 6/1/2011 61 759,215 62 655,328 - ------------------------------------------------------------------------------------------------------------------------------------ 63 572,842 America's Best Contacts 4,130 2/28/2009 Dining Designs 64 816,243 65 570,940 Ace Hardware 12,755 5/31/2015 Q'Z Family Resturant 66 667,596 Farm Fresh Grocery 57,510 1/31/2020 67 577,333 - ------------------------------------------------------------------------------------------------------------------------------------ 68 672,449 Microsoft Business Solutions Corp 34,896 2/28/2008 CBF Group 69 629,682 Springfield Services Co. 17,864 2/1/2008 Illinois State Police 70 523,786 71 521,371 71.1 - ------------------------------------------------------------------------------------------------------------------------------------ 71.2 72 686,403 73 660,072 Publix Supermarket 44,840 10/31/2023 Crispers Restaurant 74 520,482 75 913,651 - ------------------------------------------------------------------------------------------------------------------------------------ 76 491,723 77 496,430 78 505,962 79 566,184 80 499,046 GKGBJ, LLC 9,127 3/31/2020 Central Maryland Endoscopy, LLC - ------------------------------------------------------------------------------------------------------------------------------------ 81 481,874 Coker Floors 6,764 2/14/2015 Luna de Noche 82 495,456 83 448,580 Brinker International/Chili's 6,000 6/26/2008 Windsor Academy 84 515,105 85 462,101 UGN 28,707 6/12/2013 Med 3000 - ------------------------------------------------------------------------------------------------------------------------------------ 86 482,875 Saltgrass, Inc. 8,700 10/31/2020 Century Furniture, Inc. 87 451,706 87.1 211,684 87.2 240,022 88 433,168 Houston Infact & Adolescent Me 5,886 2/28/2007 Williams, Cohen & Gray - ------------------------------------------------------------------------------------------------------------------------------------ 89 412,077 90 515,277 91 370,258 92 325,397 Merrill Lynch 8,115 2/28/2013 Jeffcoat, Pike and Nappier 93 382,135 Walgreens 13,905 1/31/2020 - ------------------------------------------------------------------------------------------------------------------------------------ 94 389,349 95 379,415 Bender Marketing 8,381 2/28/2008 Cold Flow Corp. 96 371,197 97 424,377 Pet Supermarket 5,000 6/30/2015 Payless Shoesource 98 494,872 - ------------------------------------------------------------------------------------------------------------------------------------ 99 561,199 100 398,332 101 369,513 102 330,751 103 321,673 - ------------------------------------------------------------------------------------------------------------------------------------ 104 343,721 Shape, LLC 39,017 5/31/2008 U.T.I. of Illinois, Inc. 105 353,774 106 1,353,723 Yves Saint Laurant 3,700 4/1/2014 Chopard 107 392,355 108 321,424 - ------------------------------------------------------------------------------------------------------------------------------------ 109 421,927 110 339,272 111 371,521 112 265,392 113 306,144 Food Lion 30,280 6/30/2013 CVS - ------------------------------------------------------------------------------------------------------------------------------------ 114 293,094 115 365,952 115.1 115.2 116 274,871 - ------------------------------------------------------------------------------------------------------------------------------------ 117 259,340 118 338,171 Nrw Engineer 3,384 4/30/2010 Karen L. Savage 119 624,040 120 329,685 121 238,581 - ------------------------------------------------------------------------------------------------------------------------------------ 122 444,272 123 231,231 124 204,794 Boaters World (Ritz Camera) 9,000 3/25/2017 Waffle House (Ground Lease) 125 154,748 126 183,826 - ------------------------------------------------------------------------------------------------------------------------------------ 127 175,838 Six Day Dental & Orthodontics-Roanoke LLP 6,650 10/31/2014 Sherwin-Williams 128 167,962 129 502,217 130 141,270 131 141,417 Mens Warehouse 3,500 2/28/2015 Beneficial HFC - ------------------------------------------------------------------------------------------------------------------------------------ 132 119,759 Advanced Stores 7,000 6/30/2010 Spas Atlanta, Inc. UPFRONT LEASE LEASE OCCUPANCY OCCUPANCY REPLACEMENT ID SF EXPIRATION 3RD LARGEST TENANT(18) SF EXPIRATION RATE(10) AS-OF DATE RESERVES - ------------------------------------------------------------------------------------------------------------------------------------ 1 55,803 5/31/2013 Matson Navigation Company, Inc. 52,133 12/31/2015 92.37% 5/1/2005 2 100.00% 5/11/2005 2.1 100.00% 5/11/2005 2.2 100.00% 5/11/2005 3 39,162 9/30/2014 Margolin, Winer & Evens LLP 37,519 11/30/2008 97.37% 5/10/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 4 89,658 6/1/2008 Health First, Inc. 76,809 10/1/2011 100.00% 7/8/2005 5 89.72% 7/20/2005 6 82.73% 5/31/2005 6.1 78.80% 5/31/2005 6.2 84.20% 5/31/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 6.3 85.00% 5/31/2005 7 85,824 7/31/2007 Stein Mart 37,119 11/30/2010 96.32% 4/30/2005 8 41,255 5/31/2008 Chase Bank 35,098 5/31/2008 87.64% 6/1/2005 9 102,583 10/31/2009 MCI 73,061 10/31/2010 67.85% 3/31/2005 400,000 10 14,116 10/31/2008 Washington Nautilus, Inc. 13,656 12/31/2013 98.08% 4/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 11 176,834 4/30/2012 Macquarie Holdings 59,548 3/31/2015 100.00% 11/1/2004 12 13,367 8/31/2008 Debttraders 11,700 12/18/2012 94.11% 5/13/2005 13 15,296 6/30/2015 National Park Foundation 15,060 12/31/2011 99.50% 5/2/2005 14 26,200 5/31/2009 Committee to Protect Journalists Inc. 9,863 7/31/2019 94.30% 6/20/2005 98,736 15 100.00% 6/30/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 15.1 100.00% 6/30/2005 15.2 100.00% 6/30/2005 15.3 100.00% 6/30/2005 15.4 100.00% 6/30/2005 16 94.64% 3/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 17 12,634 12/31/2005 Marathon Management 9,383 9/30/2008 90.72% 4/27/2005 18 97.65% 5/25/2005 18.1 98.40% 5/25/2005 18.2 97.78% 5/25/2005 18.3 94.52% 5/25/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 18.4 100.00% 5/25/2005 19 91.67% 5/9/2005 20 100.00% 5/1/2005 21 71.68% 4/29/2005 22 88.22% 7/6/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 22.1 17,826 2/28/2009 Kern Community College 16,096 10/31/2005 86.95% 7/6/2005 22.2 8,608 6/30/2006 Progressive Casualty Insurance 5,314 4/30/2010 89.12% 7/6/2005 22.3 3,884 11/30/2006 G. Robert Osborn DDS 2,604 4/30/2008 100.00% 7/6/2005 23 99.58% 4/21/2005 24 87.25% 4/29/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 25 4,890 10/31/2009 Avalon Restuarants LLC c/o Le Peep 2,496 2/29/2008 100.00% 2/9/2005 26 102,830 4/30/2008 AT&T 1/31/2008 100.00% 6/23/2005 27 98.53% 2/1/2005 28 5,163 4/30/2008 Little Gym 4,012 1/31/2014 96.85% 5/11/2005 29 52,926 8/31/2009 Osco Drug 20,453 4/30/2018 92.30% 5/17/2005 115,000 - ------------------------------------------------------------------------------------------------------------------------------------ 30 55,211 5/3/2010 Crown Wine & Liquor 3,840 10/31/2007 97.80% 4/19/2005 180,000 31 23,179 6/3/2010 Blockbuster Store #91620 5,120 7/31/2010 100.00% 4/20/2005 32 98.71% 5/1/2005 32.1 6,482 3/17/2007 Hormel Foods Corporation 6,482 12/31/2007 100.00% 5/1/2005 32.2 6,604 6/14/2008 Progressive Casualty Insurance Co. 6,482 8/4/2010 96.77% 5/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 32.3 100.00% 5/1/2005 33 99.85% 4/21/2005 34 24,900 4/30/2020 Victory Lady Fitness Centers 15,000 2/29/2020 98.23% 2/25/2005 35 90.00% 8/1/2005 36 7,860 2/12/2008 Jade Gardens Restaurant 4,980 1/31/2008 92.59% 7/6/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 37 7,125 7/31/2007 FB Foods, Inc. 6,835 11/12/2006 87.55% 4/28/2005 38 100.00% 5/1/2005 39 25,000 7/31/2007 Michaels 20,464 4/30/2011 97.92% 5/20/2005 40 98.27% 5/31/2005 41 20,280 5/31/2007 Big 5 Sports 18,000 5/31/2009 98.05% 6/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 42 91.31% 3/1/2005 42.1 88.94% 3/1/2005 42.2 93.68% 3/1/2005 42.3 100.00% 3/1/2005 42.4 85.71% 3/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 43 98.83% 6/6/2005 44 85.51% 5/1/2005 45 7,500 1/31/2008 Cutters, Inc. 1,517 12/8/2009 100.00% 4/1/2005 46 52,786 2/29/2008 Traxxas, LP 43,546 2/29/2008 76.37% 2/28/2005 47 14,800 4/30/2015 Shoe Carnival 12,000 1/31/2009 97.17% 3/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 48 95.02% 2/28/2005 49 100.00% 8/1/2005 50 94.19% 6/1/2005 51 18,875 1/31/2018 Discount Cards & Gifts 5,910 12/31/2007 100.00% 5/1/2005 52 90.00% 3/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 53 47,800 1/31/2017 The Paper Store 16,938 4/1/2007 100.00% 5/31/2005 54 95.42% 3/7/2005 55 14,000 1/31/2006 Eckerd SuperDrug 11,880 3/31/2010 96.71% 4/13/2005 56 78.75% 7/13/2005 1,875 57 11,160 10/31/2007 Automobile Club of Southern Calif 10,380 8/30/2008 94.70% 6/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 58 95.97% 3/25/2005 59 3,100 10/31/2021 Video Warehouse 2,400 6/30/2008 100.00% 6/3/2005 60 100.00% 4/1/2005 61 92.61% 5/9/2005 62 96.77% 3/15/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 63 3,901 1/31/2008 Washington Mutual 3,650 11/30/2009 87.43% 7/15/2005 59,251 64 82.40% 4/30/2005 65 9,082 11/14/2010 Graham Fitness 6,210 12/31/2012 91.36% 5/31/2005 66 100.00% 6/3/2005 67 98.56% 3/25/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 68 13,328 12/31/2006 Brown & Saenger 12,011 12/31/2010 74.91% 3/31/2005 69 16,500 8/31/2011 Prudential Insurance Company 15,339 1/31/2007 100.00% 3/1/2005 70 94.83% 5/5/2005 71 85.93% 7/12/2005 26,800 71.1 88.51% 7/12/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 71.2 81.11% 7/12/2005 72 92.31% 3/31/2005 73 5,363 1/9/2013 H&R Block Eastern Tax Services, Inc. 2,400 4/30/2007 100.00% 1/1/2005 74 97.32% 3/29/2005 75 97.51% 4/30/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 76 91.56% 3/24/2005 77 100.00% 3/16/2005 78 98.46% 5/25/2005 79 87.50% 7/14/2005 80 3,867 3/31/2020 Golle, Sheldon and Kalikhman, LLC 3,688 3/31/2020 100.00% 7/14/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 81 5,425 10/31/2013 Sleep Experts 4,747 9/30/2008 100.00% 7/7/2005 82 93.60% 2/28/2005 83 3,968 5/31/2007 Burger King 3,250 6/30/2020 97.01% 2/14/2005 75,000 84 86.00% 3/1/2005 85 14,415 6/30/2008 86.73% 3/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 86 6,262 7/31/2010 Mattress Giant L.P. 4,000 10/31/2006 93.01% 7/31/2005 87 93.49% 6/1/2005 87.1 89.91% 6/1/2005 87.2 97.27% 6/1/2005 88 5,215 9/30/2006 Howard Novick, M.D.P.A. 5,118 10/19/2005 87.32% 3/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 89 90.21% 1/31/2005 90 87.32% 3/30/2005 91 97.03% 3/25/2005 92 7,011 11/30/2011 Countrywide Home Loans 5,023 11/30/2009 76.90% 7/6/2005 93 100.00% 4/12/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 94 92.09% 5/1/2005 95 8,200 11/30/2006 Midwest Time Recorder 7,249 5/31/2007 91.43% 6/2/2005 96 97.12% 1/17/2005 97 2,800 4/30/2015 T-Mobile 2,645 5/31/2012 100.00% 7/12/2005 98 90.50% 5/31/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 99 81.38% 2/28/2005 100 75.78% 3/31/2005 101 80.70% 2/10/2005 102 67.71% 2/15/2005 103 91.84% 4/30/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 104 26,166 4/15/2007 100.00% 1/19/2005 105 92.31% 3/17/2005 106 2,011 3/31/2014 100.00% 7/7/2005 107 74.04% 4/1/2005 108 93.16% 4/21/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 109 78.67% 4/1/2005 110 84.12% 5/17/2005 111 99.43% 3/1/2005 112 90.00% 3/25/2005 113 9,100 9/30/2010 Family Dollar 8,001 12/31/2007 100.00% 4/13/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 114 87.44% 7/14/2005 115 87.21% 7/12/2005 115.1 76.72% 7/12/2005 115.2 95.69% 7/12/2005 116 92.05% 4/5/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 117 97.50% 1/12/2005 118 1,840 11/30/2005 BRR Refrigeration 1,840 2/28/2006 99.71% 4/12/2005 119 92.02% 5/31/2005 120 94.87% 3/31/2005 121 83.17% 4/9/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 122 97.70% 4/21/2005 123 94.74% 3/23/2005 124 1,800 5/31/2020 Sprint 1,466 9/30/2009 100.00% 7/22/2005 125 76.89% 6/30/2005 126 88.68% 4/20/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 127 6,000 7/31/2014 100.00% 7/21/2005 128 100.00% 3/25/2005 129 91.90% 4/21/2005 130 92.86% 3/25/2005 131 2,100 8/31/2009 Quiznos 1,500 8/31/2010 78.89% 4/1/2005 - ------------------------------------------------------------------------------------------------------------------------------------ 132 2,800 10/31/2006 Crossroads Cleaners 1,400 5/31/2010 88.89% 6/14/2005 MONTHLY UPFRONT REPLACEMENT UPFRONT MONTHLY MONTHLY TAX MONTHLY INSURANCE ENGINEERING ID RESERVES TI/LC TI/LC(15) ESCROW ESCROW RESERVE - -------------------------------------------------------------------------------------------------- 1 2,140,500 2 2.1 2.2 3 10,086 276,645 16,396 - -------------------------------------------------------------------------------------------------- 4 5,993 104,167 185,031 13,842 5 5,865 136,546 6 6.1 6.2 - -------------------------------------------------------------------------------------------------- 6.3 7 8 9,939 134,925 9 48,410 121,762 15,350 10 - -------------------------------------------------------------------------------------------------- 11 9,740 3,475,000 17,503 1,082,919 29,693 12 9,395 95,539 13 1,863 71,429 55,738 4,310 14 493,680 97,261 9,559 11,250 15 - -------------------------------------------------------------------------------------------------- 15.1 15.2 15.3 15.4 16 9,450 36,050 5,154 6,625 - -------------------------------------------------------------------------------------------------- 17 1,672 5,573 21,473 1,884 18 7,105 19,546 6,529 72,343 18.1 18.2 18.3 - -------------------------------------------------------------------------------------------------- 18.4 19 26,281 23,700 20 7,667 22,921 7,538 225,395 21 28,240 18,782 7,032 22 3,551 2,200,000 23,459 4,098 313,375 - -------------------------------------------------------------------------------------------------- 22.1 22.2 22.3 23 10,000 8,500 5,000 78,000 24 16,803 13,107 3,630 - -------------------------------------------------------------------------------------------------- 25 786 5,775 13,325 1,258 26 2,550 6,667 10,588 4,343 311,700 27 5,667 24,167 3,875 5,313 28 343,500 29 23,574 2,188 86,350 - -------------------------------------------------------------------------------------------------- 30 3,117 7,590 17,461 1,963 129,919 31 1,024 3,072 7,088 2,613 2,000 32 2,135 74,697 10,655 9,586 1,231 32.1 32.2 - -------------------------------------------------------------------------------------------------- 32.3 33 7,000 6,500 3,400 101,562 34 35 3,600 11,583 4,527 36 1,093 16,945 6,129 16,888 1,618 12,500 - -------------------------------------------------------------------------------------------------- 37 2,515 10,061 20,750 11,833 31,250 38 3,584 11,489 4,180 231,980 39 2,180 5,740 2,862 40 1,540 2,481 41 1,161 7,720 1,220 178,440 - -------------------------------------------------------------------------------------------------- 42 1,720 12,633 918 42.1 42.2 42.3 42.4 - -------------------------------------------------------------------------------------------------- 43 7,125 21,250 2,000 5,000 44 7,020 14,000 2,500 45 46 3,225 7,084 25,451 3,098 47 - -------------------------------------------------------------------------------------------------- 48 3,263 12,236 4,985 29,813 49 50 3,244 10,317 2,809 51 577 9,859 1,810 52 2,505 10,394 - -------------------------------------------------------------------------------------------------- 53 13,070 54 4,640 23,184 3,868 88,318 55 1,520 6,835 29,436 40,438 56 9,249 1,605 57 1,072 3,000 6,808 - -------------------------------------------------------------------------------------------------- 58 5,170 12,508 3,975 5,188 59 8,902 382 60 742 3,709 61 8,085 1,198 50,313 62 2,135 9,086 1,621 1,875 - -------------------------------------------------------------------------------------------------- 63 536 3,362 5,119 714 9,375 64 4,555 7,485 3,159 65 677 7,494 3,750 66 5,902 445 67 4,820 12,707 4,522 105,875 - -------------------------------------------------------------------------------------------------- 68 7,766 12,776 2,135 23,688 69 830 5,655 6,026 725 70 3,625 3,278 2,641 9,375 71 1,257 4,411 701 71.1 - -------------------------------------------------------------------------------------------------- 71.2 72 5,200 6,190 2,393 7,500 73 74 2,390 5,504 2,693 54,000 75 10,356 2,264 - -------------------------------------------------------------------------------------------------- 76 7,061 14,464 4,925 37,500 77 4,495 20,813 78 1,355 4,734 1,308 49,406 79 980 4,122 807 80 530 70,000 1,581 613 - -------------------------------------------------------------------------------------------------- 81 275 1,930 7,077 992 82 1,295 4,185 83,044 83 2,245 10,738 990 3,250 84 1,660 3,975 85 830 3,620 5,405 695 - -------------------------------------------------------------------------------------------------- 86 421 25,000 2,394 10,754 384 87 740 7,539 496 87.1 87.2 88 1,256 7,184 6,562 1,733 20,688 - -------------------------------------------------------------------------------------------------- 89 1,110 2,663 1,533 90 2,370 9,007 2,399 91 4,230 8,093 2,719 30,469 92 645 3,595 4,980 2,127 93 175 386 - -------------------------------------------------------------------------------------------------- 94 590 5,789 3,205 95 2,045 3,135 4,339 393 134,250 96 350 4,602 292 97 53,300 1,250 98 1,085 3,603 750 - -------------------------------------------------------------------------------------------------- 99 1,594 100 855 7,345 1,098 875 101 850 3,714 102 1,990 4,455 1,324 103 335 4,005 251 - -------------------------------------------------------------------------------------------------- 104 1,590 3,278 9,321 436 20,313 105 7,773 1,123 106 2,287 695 107 1,015 3,842 852 108 680 5,539 - -------------------------------------------------------------------------------------------------- 109 5,825 958 2,250 110 870 5,275 111 2,934 1,506 890 17,200 112 2,420 4,227 1,973 2,688 113 835 150,000 2,096 1,032 239,306 - -------------------------------------------------------------------------------------------------- 114 500 1,594 610 6,625 115 115.1 115.2 116 500 3,401 822 - -------------------------------------------------------------------------------------------------- 117 400 1,803 818 12,331 118 517 1,360 2,832 717 5,500 119 1,010 9,188 120 555 4,930 1,212 121 730 2,909 1,010 625 - -------------------------------------------------------------------------------------------------- 122 870 123 1,890 3,730 1,864 37,313 124 175 705 1,240 331 7,125 125 605 4,167 126 4,136 15,911 - -------------------------------------------------------------------------------------------------- 127 181 667 4,325 314 128 1,585 2,945 1,166 22,300 129 865 8,543 130 2,025 3,830 1,661 22,363 131 115 685 1,260 400 - -------------------------------------------------------------------------------------------------- 132 160 870 1,164 279 8,750 UPFRONT OTHER ID RESERVE - ------------------------------------------------------------- 1 2 2.1 2.2 3 184,488 - ------------------------------------------------------------- 4 5 6 6.1 6.2 - ------------------------------------------------------------- 6.3 7 8 9 192,434 10 - ------------------------------------------------------------- 11 1,987,500 12 32,411 13 14 15 - ------------------------------------------------------------- 15.1 15.2 15.3 15.4 16 - ------------------------------------------------------------- 17 141,638 18 18.1 18.2 18.3 - ------------------------------------------------------------- 18.4 19 20 21 22 17,765 - ------------------------------------------------------------- 22.1 22.2 22.3 23 24 - ------------------------------------------------------------- 25 93,608 26 571,428 27 28 29 - ------------------------------------------------------------- 30 48,798 31 32 32.1 32.2 - ------------------------------------------------------------- 32.3 33 34 35 500,000 36 - ------------------------------------------------------------- 37 129,515 38 39 40 41 - ------------------------------------------------------------- 42 42.1 42.2 42.3 42.4 - ------------------------------------------------------------- 43 44 45 5,175 46 15,000 47 505,190 - ------------------------------------------------------------- 48 49 50 51 52 175,063 - ------------------------------------------------------------- 53 54 55 150,000 56 1,700,000 57 38,088 - ------------------------------------------------------------- 58 59 60 61 62 - ------------------------------------------------------------- 63 991,000 64 65 281,232 66 67 - ------------------------------------------------------------- 68 384,500 69 300,000 70 71 71.1 - ------------------------------------------------------------- 71.2 72 73 74 75 - ------------------------------------------------------------- 76 77 78 79 80 20,000 - ------------------------------------------------------------- 81 82 83 84 88,788 85 645,440 - ------------------------------------------------------------- 86 55,888 87 87.1 87.2 88 44,028 - ------------------------------------------------------------- 89 111,000 90 91 92 300,000 93 - ------------------------------------------------------------- 94 95 90,000 96 97 98 - ------------------------------------------------------------- 99 100 101 102 103 - ------------------------------------------------------------- 104 12,500 105 106 107 108 - ------------------------------------------------------------- 109 110 111 112 113 - ------------------------------------------------------------- 114 115 115.1 115.2 116 - ------------------------------------------------------------- 117 118 119 120 121 - ------------------------------------------------------------- 122 123 1,485 124 5,864 125 126 45,000 - ------------------------------------------------------------- 127 128 129 130 131 110,000 - ------------------------------------------------------------- 132 24,000 DESCRIPTION OTHER LETTER OF ID RESERVE CREDIT - -------------------------------------------------------------------------------------------------------------------- 1 2 2.1 2.2 3 Free Rent Escrow - -------------------------------------------------------------------------------------------------------------------- 4 5 6 6.1 6.2 - -------------------------------------------------------------------------------------------------------------------- 6.3 7 8 9 Special Tenant Escrow Fund 10 - -------------------------------------------------------------------------------------------------------------------- 11 Macquarie Free Rent Reserve 12 Tenant Renewal 13 14 15 - -------------------------------------------------------------------------------------------------------------------- 15.1 15.2 15.3 15.4 16 - -------------------------------------------------------------------------------------------------------------------- 17 Tenant Move-in Reserve 18 18.1 18.2 18.3 - -------------------------------------------------------------------------------------------------------------------- 18.4 19 20 21 22 Tenant Allowance Reserve - -------------------------------------------------------------------------------------------------------------------- 22.1 22.2 22.3 23 24 - -------------------------------------------------------------------------------------------------------------------- 25 Tenant Escrows 26 MSE Lease Reserve 27 28 29 - -------------------------------------------------------------------------------------------------------------------- 30 Tenant Escrows 31 32 32.1 32.2 - -------------------------------------------------------------------------------------------------------------------- 32.3 33 34 35 Earnout Holdback in the form of LOC Yes ($500,000) 36 Yes ($4,000,000 and $170,000) - -------------------------------------------------------------------------------------------------------------------- 37 Hasbro Escrow Fund 38 39 40 41 - -------------------------------------------------------------------------------------------------------------------- 42 42.1 42.2 42.3 42.4 - -------------------------------------------------------------------------------------------------------------------- 43 44 45 UST Removal & Assessment 46 Assumption Escrow 47 Old Navy TI/Rent Escrow - -------------------------------------------------------------------------------------------------------------------- 48 49 50 51 52 Seasonal Escrow - -------------------------------------------------------------------------------------------------------------------- 53 54 55 Payless & Fashion Bug Rent Escrow 56 Earnout Holdback 57 24 Hour Fitness CAM Reserve - -------------------------------------------------------------------------------------------------------------------- 58 59 60 61 62 - -------------------------------------------------------------------------------------------------------------------- 63 Reverse earnout 64 65 Ace Hardware Reserve ($225,000); QZ Restuarant TI Reserve ($50,000); Health Stop Reserve ($6,232) 66 67 - -------------------------------------------------------------------------------------------------------------------- 68 T&T Lease Fund, Microsoft Lease Fund 69 Prudential Tenant Escrow 70 71 71.1 - -------------------------------------------------------------------------------------------------------------------- 71.2 72 73 74 75 - -------------------------------------------------------------------------------------------------------------------- 76 77 78 79 80 Rubin Escrow Fund - -------------------------------------------------------------------------------------------------------------------- 81 82 83 84 Seasonal Escrow 85 UGN Rent Escrow - -------------------------------------------------------------------------------------------------------------------- 86 Century Furniture Escrow Fund 87 87.1 87.2 88 Near Term Rollover Escrow - -------------------------------------------------------------------------------------------------------------------- 89 Debt Service Escrow 90 91 92 Earnout Reserve Yes ($250,000) 93 - -------------------------------------------------------------------------------------------------------------------- 94 95 Expiring Tenant Escrow 96 97 98 - -------------------------------------------------------------------------------------------------------------------- 99 100 101 102 Yes ($451,000) 103 - -------------------------------------------------------------------------------------------------------------------- 104 UTI Tenant Escrow 105 106 107 108 - -------------------------------------------------------------------------------------------------------------------- 109 110 111 112 113 - -------------------------------------------------------------------------------------------------------------------- 114 115 115.1 115.2 116 - -------------------------------------------------------------------------------------------------------------------- 117 118 119 120 121 - -------------------------------------------------------------------------------------------------------------------- 122 123 Flooring Material Fund 124 Sprint Reserve 125 Yes ($434,257) 126 Capital Fund Reserve - -------------------------------------------------------------------------------------------------------------------- 127 128 129 130 131 Reverse Earnout - -------------------------------------------------------------------------------------------------------------------- 132 Southeastern Laundry Rent Fund (14,000); Southeastern Laundry TI Fund ($10,000) Yes ($182,850) ENVIRONMENTAL REPORT ENGINEERING APPRAISAL ID DATE REPORT DATE AS-OF DATE(8) - ------------------------------------------------------------------------------------------------------- 1 5/17/2005 5/3/2005 4/8/2005 2 Various Various 3/1/2005 2.1 3/11/2005 3/9/2005 3/1/2005 2.2 3/2/2005 5/10/2005 3/1/2005 3 3/30/2005 3/29/2005 3/23/2005 - ------------------------------------------------------------------------------------------------------- 4 5/6/2005 5/10/2005 4/21/2005 5 5/6/2005 5/9/2005 4/20/2005 6 5/19/2005 Various 4/1/2005 6.1 5/19/2005 4/25/2005 4/1/2005 6.2 5/19/2005 4/28/2005 4/1/2005 - ------------------------------------------------------------------------------------------------------- 6.3 5/19/2005 4/26/2005 4/1/2005 7 6/9/2005 6/9/2005 6/6/2005 8 4/9/2005 3/30/2005 3/15/2005 9 4/23/2005 4/25/2005 4/12/2008 10 6/8/2005 6/22/2005 6/10/2005 - ------------------------------------------------------------------------------------------------------- 11 1/5/2005 1/5/2005 1/5/2005 12 5/4/2005 5/4/2005 5/1/2005 13 3/18/2005 3/18/2005 3/10/2005 14 6/28/2005 6/28/2005 6/21/2005 15 6/6/2005 6/6/2005 Various - ------------------------------------------------------------------------------------------------------- 15.1 6/6/2005 6/6/2005 6/3/2005 15.2 6/6/2005 6/6/2005 5/26/2005 15.3 6/6/2005 6/6/2005 5/26/2005 15.4 6/6/2005 6/6/2005 5/26/2005 16 5/16/2005 5/13/2005 5/25/2005 - ------------------------------------------------------------------------------------------------------- 17 4/26/2005 4/26/2005 4/19/2005 18 5/17/2005 5/17/2005 5/11/2005 18.1 5/17/2005 5/17/2005 5/11/2005 18.2 5/17/2005 5/17/2005 5/11/2005 18.3 5/17/2005 5/17/2005 5/11/2005 - ------------------------------------------------------------------------------------------------------- 18.4 5/17/2005 5/17/2005 5/11/2005 19 4/29/2005 4/29/2005 4/14/2005 20 4/21/2005 7/1/2005 5/24/2005 21 6/7/2005 6/14/2005 7/1/2005 22 6/20/2005 6/16/2005 5/11/2005 - ------------------------------------------------------------------------------------------------------- 22.1 6/20/2005 6/16/2005 5/11/2005 22.2 6/20/2005 6/16/2005 5/11/2005 22.3 6/20/2005 6/16/2005 5/11/2005 23 5/26/2005 6/27/2005 5/26/2005 24 6/7/2005 6/6/2005 7/1/2005 - ------------------------------------------------------------------------------------------------------- 25 4/27/2005 2/28/2005 3/23/2005 26 4/20/2005 4/18/2005 3/16/2005 27 9/29/2004 9/29/2004 11/16/2004 28 4/12/2005 4/14/2005 4/13/2005 29 5/13/2005 5/9/2005 4/29/2005 - ------------------------------------------------------------------------------------------------------- 30 5/4/2005 3/25/2005 3/23/2005 31 5/23/2005 5/18/2005 5/14/2005 32 4/4/2005 4/11/2005 3/31/2005 32.1 4/4/2005 4/11/2005 3/31/2005 32.2 4/4/2005 4/11/2005 3/31/2005 - ------------------------------------------------------------------------------------------------------- 32.3 4/4/2005 4/11/2005 3/31/2005 33 5/26/2005 6/27/2005 5/26/2005 34 4/28/2005 4/19/2005 4/25/2005 35 6/2/2005 6/2/2005 5/25/2005 36 7/13/2005 3/4/2005 4/6/2005 - ------------------------------------------------------------------------------------------------------- 37 4/19/2005 4/18/2005 4/19/2005 38 4/21/2005 4/21/2005 5/24/2005 39 5/12/2005 5/12/2005 5/3/2005 40 4/15/2005 4/11/2005 4/15/2005 41 5/3/2005 7/14/2005 4/19/2005 - ------------------------------------------------------------------------------------------------------- 42 Various Various 5/1/2005 42.1 5/9/2005 4/28/2005 5/1/2005 42.2 5/4/2005 5/2/2005 5/1/2005 42.3 5/4/2005 5/2/2005 5/1/2005 42.4 5/4/2005 5/2/2005 5/1/2005 - ------------------------------------------------------------------------------------------------------- 43 5/6/2005 5/6/2005 5/9/2005 44 5/6/2005 5/6/2005 5/9/2005 45 5/15/2005 5/5/2005 5/24/2005 46 2/14/2005 11/16/2004 2/3/2005 47 3/31/2005 4/5/2005 3/29/2005 - ------------------------------------------------------------------------------------------------------- 48 5/4/2005 5/4/2005 5/2/2005 49 6/17/2005 6/7/2005 5/25/2005 50 6/2/2005 6/15/2005 6/3/2005 51 5/4/2005 5/5/2005 4/21/2005 52 4/8/2005 4/11/2005 4/11/2005 - ------------------------------------------------------------------------------------------------------- 53 6/3/2005 5/11/2005 4/28/2005 54 3/23/2005 3/22/2005 3/7/2005 55 5/13/2005 5/4/2005 5/5/2005 56 1/14/2005 1/14/2005 2/8/2005 57 6/13/2005 5/27/2005 5/26/2005 - ------------------------------------------------------------------------------------------------------- 58 5/12/2005 5/16/2005 5/16/2005 59 6/28/2005 5/24/2005 5/11/2005 60 6/13/2005 6/10/2005 6/8/2005 61 6/2/2005 6/6/2005 6/7/2005 62 3/11/2005 2/24/2005 2/25/2005 - ------------------------------------------------------------------------------------------------------- 63 5/3/2005 3/1/2005 3/28/2005 64 6/3/2005 5/13/2005 5/11/2005 65 5/9/2005 5/9/2005 4/29/2005 66 6/29/2005 5/27/2005 5/24/2005 67 5/12/2005 5/16/2005 5/16/2005 - ------------------------------------------------------------------------------------------------------- 68 5/16/2005 5/17/2005 5/24/2005 69 5/6/2005 5/10/2005 5/4/2005 70 6/28/2005 5/6/2005 4/20/2005 71 Various 5/30/2005 5/18/2005 71.1 5/25/2005 5/30/2005 5/18/2005 - ------------------------------------------------------------------------------------------------------- 71.2 5/26/2005 5/30/2005 5/18/2005 72 5/17/2005 5/17/2005 6/3/2005 73 4/5/2005 4/7/2005 3/31/2005 74 3/24/2005 4/27/2005 2/1/2005 75 4/28/2005 4/19/2005 4/20/2005 - ------------------------------------------------------------------------------------------------------- 76 5/9/2005 5/10/2005 5/3/2005 77 5/18/2005 5/19/2005 5/21/2005 78 5/17/2005 5/17/2005 5/11/2005 79 4/13/2005 4/14/2005 4/6/2005 80 5/20/2005 5/25/2005 6/3/2005 - ------------------------------------------------------------------------------------------------------- 81 5/31/2005 5/31/2005 5/20/2005 82 4/26/2005 4/5/2005 4/13/2005 83 3/24/2005 3/3/2005 2/16/2005 84 4/8/2005 4/11/2005 4/11/2005 85 5/6/2005 5/10/2005 7/1/2005 - ------------------------------------------------------------------------------------------------------- 86 6/9/2005 6/8/2005 6/2/2005 87 5/5/2005 5/2/2005 5/1/2005 87.1 5/5/2005 5/2/2005 5/1/2005 87.2 5/5/2005 5/2/2005 5/1/2005 88 3/24/2005 3/23/2005 3/18/2005 - ------------------------------------------------------------------------------------------------------- 89 3/22/2005 3/4/2005 3/7/2005 90 3/1/2005 3/8/2005 3/2/2005 91 5/12/2005 5/16/2005 5/16/2005 92 5/16/2005 5/20/2005 6/23/2005 93 4/27/2005 4/22/2005 4/12/2005 - ------------------------------------------------------------------------------------------------------- 94 5/12/2005 5/12/2005 5/24/2005 95 3/15/2005 2/24/2005 2/18/2005 96 5/12/2005 5/12/2005 5/24/2005 97 3/29/2005 3/28/2005 7/16/2005 98 4/4/2005 4/4/2005 3/29/2005 - ------------------------------------------------------------------------------------------------------- 99 9/2/2004 8/31/2004 8/27/2004 100 3/25/2005 3/25/2005 4/4/2005 101 1/31/2005 2/1/2005 1/20/2005 102 2/21/2005 2/22/2005 2/21/2005 103 5/6/2005 5/2/2005 5/1/2005 - ------------------------------------------------------------------------------------------------------- 104 3/10/2005 2/9/2005 3/1/2005 105 3/9/2005 3/14/2005 3/8/2005 106 5/20/2005 5/19/2005 5/25/2005 107 4/20/2005 4/19/2005 4/25/2005 108 4/4/2005 4/4/2005 3/29/2005 - ------------------------------------------------------------------------------------------------------- 109 4/22/2005 5/11/2005 4/19/2005 110 5/6/2005 5/9/2005 4/27/2005 111 4/22/2005 5/2/2005 4/30/2005 112 5/12/2005 5/16/2005 5/18/2005 113 3/11/2005 3/11/2005 3/16/2005 - ------------------------------------------------------------------------------------------------------- 114 5/9/2005 4/14/2005 4/6/2005 115 Various Various 5/12/2005 115.1 5/25/2005 5/25/2005 5/12/2005 115.2 6/1/2005 6/1/2005 5/12/2005 116 4/8/2005 4/14/2005 4/14/2005 - ------------------------------------------------------------------------------------------------------- 117 4/4/2005 1/7/2005 1/4/2005 118 4/1/2005 3/28/2005 3/24/2005 119 4/4/2005 4/4/2005 3/30/2005 120 4/13/2005 4/14/2005 4/11/2005 121 2/10/2005 1/24/2005 1/31/2005 - ------------------------------------------------------------------------------------------------------- 122 3/29/2005 3/29/2005 3/29/2005 123 4/8/2005 4/11/2005 4/11/2005 124 4/22/2005 4/25/2005 4/20/2005 125 5/10/2005 5/6/2005 4/27/2005 126 4/21/2005 4/21/2005 4/28/2005 - ------------------------------------------------------------------------------------------------------- 127 5/12/2005 5/11/2005 5/1/2005 128 5/12/2005 5/16/2005 5/18/2005 129 4/4/2005 4/4/2005 3/29/2005 130 5/12/2005 5/16/2005 5/13/2005 131 4/14/2005 4/18/2005 4/13/2006 - ------------------------------------------------------------------------------------------------------- 132 4/27/2005 5/4/2005 4/12/2005 ID SPONSOR(17) - ------------------------------------------------------------------------------------------------------------------------------------ 1 Shorenstein Realty Investors Three, L.P.; State Teachers Retirement System of Ohio 2 Inland Western Retail Real Estate Trust, Inc. 2.1 2.2 3 Treeline GCP Guarantor LLC - ------------------------------------------------------------------------------------------------------------------------------------ 4 Chetrit, Meyer 5 Palmer, Geoffrey H. 6 Loews Corporation (50%), NBC Universal (25%) and The Rank Group PLC (25%) 6.1 6.2 - ------------------------------------------------------------------------------------------------------------------------------------ 6.3 7 General Growth Properties, Inc. 8 None 9 Randy A. Kohana 10 JP Morgan Fleming Asset Management, Columbia Equity Trust, Inc (REIT) - ------------------------------------------------------------------------------------------------------------------------------------ 11 Harry Macklowe 12 Perl, Berndt; Aschendorf, Kenneth S. 13 Corton, Kathleen; O'Connor, Roderick; Brickman, Bruce S. 14 Zohar Ben-Dov 15 Spirit Finance Corporation - ------------------------------------------------------------------------------------------------------------------------------------ 15.1 15.2 15.3 15.4 16 See Footnote 17 - ------------------------------------------------------------------------------------------------------------------------------------ 17 Robert G. Johnson 18 Joel Wiener 18.1 18.2 18.3 - ------------------------------------------------------------------------------------------------------------------------------------ 18.4 19 Hans W. Schoepflin 20 Dwight D. Dunton III and Bonaventure Realty Group, LLC 21 Brent Andrus; Kevin Keefer 22 Michael Adler - ------------------------------------------------------------------------------------------------------------------------------------ 22.1 22.2 22.3 23 College Park Investments, LLC 24 Brent Andrus; Kevin Keefer - ------------------------------------------------------------------------------------------------------------------------------------ 25 Alan C. Fox, Roy Doupe 26 Coury, Kevin; Kravetz, Norman J. 27 GMH Communities Trust, Gary M. Holloway, Vornado Realty Trust, College Park Investments, LLC 28 Lincoln Property Company Commercial, Inc. 29 John P. Pruitt, Courtney K. Joyner, James K. Zerkle - ------------------------------------------------------------------------------------------------------------------------------------ 30 Alan C. Fox 31 Bradley Schroth; John Fitzgibbon 32 J.E. Lindsey Family Limited Partnership, Stanley D. Green, Roy E. Stanley, Lindsey-Green Commercial Properties, Inc. 32.1 32.2 - ------------------------------------------------------------------------------------------------------------------------------------ 32.3 33 College Park Investments, LLC 34 JP Morgan Income & Growth Fund, New Plan Excel Realty Trust, Inc. 35 Mark Maynard 36 Alan C. Fox - ------------------------------------------------------------------------------------------------------------------------------------ 37 Jan Burman 38 Dwight D. Dunton III and Bonaventure Realty Group, LLC 39 Premiere Place Management, Inc. 40 Barbel Roberts 41 Won, Sung Il; Won, Ock Ja - ------------------------------------------------------------------------------------------------------------------------------------ 42 Brian Fitterer 42.1 42.2 42.3 42.4 - ------------------------------------------------------------------------------------------------------------------------------------ 43 College Park Investments, LLC 44 College Park Investments, LLC 45 See Footnote 17 46 See Footnote 17 47 Robert C. Walker, Willis P. Blackwood - ------------------------------------------------------------------------------------------------------------------------------------ 48 Edward B. Leinbach, Lee Anthony Rubin 49 First Industrial, L.P. 50 David Baker; Robert Johnston 51 Jakosky, Jack; Hackett, Terry C. 52 Barbel Roberts - ------------------------------------------------------------------------------------------------------------------------------------ 53 Julian Cohen, Robert F. Gordon, Stephen R. Weiner 54 Terrell M. Rhye 55 Robert Lane, Richard A. Johnson 56 Bresler & Reiner, Inc., James P. Ventura, L. Earl Armiger 57 Asher Taban, David Taban, Albert Taban - ------------------------------------------------------------------------------------------------------------------------------------ 58 Richard Aguilar 59 Robert V. Gothier, Sr.; Robert V. Gothier, Jr.; Dennis J. Schmidt 60 Donald J. Resnick, William Langelier 61 Vlado Baricevic, J. Guy Farthing, Franklin D. Placentini, Walter Bernards, and Thomas Haun 62 Michael Strand, Kristine Villiott - ------------------------------------------------------------------------------------------------------------------------------------ 63 Alan C. Fox 64 Spillett, Richard J.; Slay, Kelley D. 65 Jeffrey S. Lyon, Todd Clarke, D. William Frame, Raymond Tennison 66 Robert V. Gothier Sr.; Robert V. Gothier Jr.; Dennis Schmidt 67 Richard Aguilar - ------------------------------------------------------------------------------------------------------------------------------------ 68 James P. Roers 69 Mark C. Vandenberg 70 Eric R. Weiner 71 None 71.1 - ------------------------------------------------------------------------------------------------------------------------------------ 71.2 72 See Footnote 17 73 OJ Buigas 74 Paul C. Jost 75 James L. Melcher - ------------------------------------------------------------------------------------------------------------------------------------ 76 Alexander, Andrew C. 77 Joseph I. Wolf, Flesco, LLC, Bruce Hecktman 78 Joel Wiener 79 Anthony & Vanda Marques, Kevin & Susan Marques 80 Samuel J. Lancelotta, James M. Jost, Francis A. Del Balzo - ------------------------------------------------------------------------------------------------------------------------------------ 81 Glenn B. Bailey 82 James L. Ledwith, Charles Atlas 83 Alan H. Gross 84 Barbel Roberts 85 Mark C. Vandenberg - ------------------------------------------------------------------------------------------------------------------------------------ 86 Henry S. Miller Investment Co 87 Brian Fitterer 87.1 87.2 88 American Spectrum Realty, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ 89 John Bumbarger; Valerie Jean Bumbarger 90 Hokwai Woo 91 Richard Aguilar 92 E. Allen Brown 93 Sheldon Resnick, Ruth L. Resnick - ------------------------------------------------------------------------------------------------------------------------------------ 94 Jack O. Olof 95 John E. Shaffer, Robert E. Smietana, Melissa S. Pielet 96 Jack O. Olof 97 Eric Gordon, James Leach 98 James D. Hammer, James M. Meservey, William E. Buck - ------------------------------------------------------------------------------------------------------------------------------------ 99 John M. Yelland, Ho Sup Jung, Young Hee Jung 100 Robert Loeb, Jr. 101 Stephen L. Clark, Robert N. Baker 102 John M. Marshall, Cornelius C. Marshall 103 Brian Fitterer - ------------------------------------------------------------------------------------------------------------------------------------ 104 John E. Shaffer, Ronald Frain, Melissa S. Pielet, Robert Smietana 105 Samuel J. Skaff 106 Joan Marie Hanson, and Joan Marie Hanson as Trustee of the Joan Marie Hanson Trust 107 William Kendall, Richard Ortale 108 James D. Hammer, James M. Meservey, Ken Weiner, Jeff Quinn - ------------------------------------------------------------------------------------------------------------------------------------ 109 Louis Damato, Robert Sochurek 110 Richard A. Jones 111 J.E. Lindsey Family Limited Partnership 112 Richard Aguilar 113 Harrison J. Perrine, Jon S. Wheeler - ------------------------------------------------------------------------------------------------------------------------------------ 114 Marques Suvivor Trust, Marques Family Exemption Trust, Anthony Marques 115 None 115.1 115.2 116 Michael Gottlieb - ------------------------------------------------------------------------------------------------------------------------------------ 117 Kay & Charles Song, Inhee & Kiu Sik Jung 118 Richard P. Moran, Jr, James J. McCarthy, Gary J. Beck, John L. Gibson, Douglas D. Ellis, Bruce A Berlin, Donna McMillan Whittaker 119 James D. Hammer, James M. Meservey, Stan Wasserkrug, Keith Lyon 120 Richard B. Bennett 121 Darryl B. Flaming - ------------------------------------------------------------------------------------------------------------------------------------ 122 Frank H. Countner 123 Michael G. Peterson 124 Blair G. Schlossberg, Doug C. Davidson, Larry J. Ledbetter 125 Richard A. Jones 126 Joseph I. Wolf - ------------------------------------------------------------------------------------------------------------------------------------ 127 Michael Scott Dabney 128 Richard Aguilar 129 James D. Hammer, James M. Meservey 130 Richard Aguilar 131 Eric D. Sheppard, Philip Wolman, Robert Kallman, Mark Burgin & Jeffrey Graff - ------------------------------------------------------------------------------------------------------------------------------------ 132 Blair G. Schlossberg, Larry J. Ledbetter, Doug D. Davidson, Thomas W. Thompson </TABLE> FOOTNOTES TO ANNEX A-1 (1) GECC -- General Electric Capital Corporation, GACC -- German American Capital Corporation and BofA -- Bank of America, N.A. (2) Annual Debt Service, Monthly Debt Service and DSCR for loans with partial interest-only periods are shown after the expiration of the interest-only period. Annual Debt Service, Monthly Debt Service and DSCR for loans which pay interest only for the entirety of their respective loan terms are calculated using the average interest payment for the first 12 interest payment periods after the Cut-off Date on such mortgage loans. (3) "Hard" means each tenant transfers its rent directly to the Lock Box Account; "Soft" means each tenant transfers its rent to the related borrower or property manager who then is required to transfer the funds into the Lock Box Account; "Soft at Closing, Springing Hard" means that a Soft Lock Box exists at closing, but upon the occurrence of a trigger event, as defined in the related loan documents, each tenant will be required to transfer its rent directly to the Lock Box Account; "Springing Hard" means that a Lock Box is not in use at closing, but upon occurrence of a trigger event, as defined in the related loan documents, each tenant will be required to transfer its rent directly to the Lock Box Account. (4) For purposes of calculating the Cut-off Date LTV Ratio, LTV Ratio at Maturity/APD, Loan per Net Rentable Area SF/Units/Keys/Beds and DSCR, the loan amounts used for the Loews Universal Hotel Portfolio Mortgage Loan (Loan No. 6), the Oglethorpe Mall Mortgage Loan (Loan No. 7) and the 125 West 55th Street Mortgage Loan (Loan No. 11) are the aggregate balances of the mortgage loans included in the Trust, together with the other loans in the split loan structure that are pari passu in right of payment with such mortgage loans. For loans with subordinate companion loans, the subordinate companion loan is excluded for purposes of calculating the Cut-off Date LTV Ratio, the LTV Ratio at Maturity/APD, Loan per Net Rentable Area SF/Unit/Keys/Beds and DSCR. (5) With respect to the Mortgage Loans listed in this footnote 5 for purposes of calculating DSCR, the Annual Debt Service is calculated after netting out letters of credit and/or holdback amounts for the following mortgage loans: Arapahoe Village (Loan No. 36): $4,000,000 letter of credit held as additional security for the loan unless the borrower requests redetermination by August 1, 2007, and lender determines that certain requirements, including a 1.20x DSCR based on a 6.70% minimum constant, have been satisfied. Borrower has the right to request two redeterminations. If the borrower does not qualify or only partially qualifies for the release, the letter of credit or the remaining balance of the letter of credit is required to be applied to the outstanding principal loan balance, and any proceeds for which the borrower qualifies shall be released to the borrower, less any required fees. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $4,000,000 cash escrow from the Original Balance of $13,000,000. Alderwood Retail (Loan No. 63): $991,000 cash escrow held as additional security for the loan unless the borrower requests redetermination by May 1, 2007, and lender determines that certain requirements, including a 1.20x DSCR based on a 6.75% minimum constant, have been satisfied. Borrower has the right to request two redeterminations. If the borrower does not qualify or only partially qualifies for the release, the escrow or the remaining balance of the escrow is required to be applied to the outstanding principal loan balance, and any proceeds for which the borrower qualifies shall be released to the borrower, less any required fees. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $991,000 cash escrow from the Original Balance of $7,800,000. Three Corporate Centre (Loan No. 92): $550,000 escrow, funded with cash and a $250,000 letter of credit, held as additional security for the loan unless the borrower requests redetermination by July 15, 2007, and lender determines that certain requirements, including a 1.20x DSCR based on a 7.00% minimum constant, have been satisfied. Borrower has the right to request two redeterminations. If the borrower does not qualify or only partially qualifies for the release, the lender has the option to hold the escrow for the term or to apply the escrow to the outstanding A-1-1 principal loan balance. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $550,000 cash escrow from the Original Balance of $4,500,000. Storage Max Self Storage (Loan No. 102): $451,000 letter of credit held as additional security for the loan unless the borrower requests redetermination by May 26, 2007, and lender determines that certain requirements, including a 1.25x DSCR based on a 7.25% minimum constant, have been satisfied. Borrower has the right to request two redeterminations. If the borrower does not qualify or only partially qualifies for the release, the letter of credit or the remaining balance of the letter of credit is required to be applied to the outstanding principal loan balance, and any proceeds for which the borrower qualifies shall be released to the borrower, less any required fees. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $451,000 letter of credit from the Original Balance of $3,890,000. Advantage Self Storage Rowlett (Loan No. 125): $434,257 letter of credit held as additional security for the loan unless the borrower requests redetermination by July 15, 2007, and lender determines that certain requirements, including a 1.25x DSCR based on a 7.25% minimum constant, have been satisfied. Borrower has the right to request two redeterminations. If the borrower does not qualify or only partially qualifies for the release, the letter of credit or the remaining balance of the letter of credit is required to be applied to the outstanding principal loan balance, and any proceeds for which the borrower qualifies shall be released to the borrower, less any required fees. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $434,257 letter of credit from the Original Balance of $2,288,000. WSG Las Cruces (Loan No. 131): $110,000 cash escrow held as additional security for the loan unless the borrower requests redetermination by August 1, 2007, and lender determines that certain requirements, including a 1.20x DSCR based on a 7.0% minimum constant, have been satisfied. Borrower has the right to request two redeterminations. If the borrower does not qualify or only partially qualifies for the release, the escrow or the remaining balance of the escrow is required to be applied to the outstanding principal loan balance, and any proceeds for which the borrower qualifies shall be released to the borrower, less any required fees. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $110,000 cash escrow from the Original Balance of $1,800,000. Thomas Crossroads (Loan No. 132): $182,850 performance letter of credit held as additional security for the loan unless the borrower requests redetermination by July 1, 2007, and lender determines that certain requirements, including a 1.25x DSCR based on a 7.5% minimum constant, have been satisfied. If the borrower does not qualify or only partially qualifies for the release, the letter of credit or the remaining balance of the letter of credit is required to be applied to the outstanding principal loan balance, and any proceeds for which the borrower qualifies shall be released to the borrower, less any required fees. For purposes of calculating DSCR used in this prospectus supplement, the Annual Debt Service is based on netting out the $182,850 letter of credit from the Original Balance of $1,400,000. All of the Mortgage Loans listed in Footnote 5 require that if these holdback escrows or LOC's are used to prepay the related Mortgage Loan, the Master Servicer will reduce the Monthly Debt Service payments to account for the new lower outstanding balance. (6) With respect to the mortgage loans listed in this Footnote 6, for purposes of calculating DSCR, the Annual Debt Service is calculated after netting out the holdback amounts. The Cut-off Date LTV Ratio and LTV Ratio at Maturity/APD are calculated by netting out the holdback amount from the loan balance for the following mortgage loans: Ivy Hollow Apartments (Loan No. 35): $500,000 letter of credit held as additional security for the loan, which amount will be released to the borrower upon the Mortgaged Property achieving a minimum occupancy of 94% and a minimum DSCR 1.20x. ArborCrest (Loan No. 56): $1,700,000 cash escrow held as additional security for the loan, which amount will be released to the borrower if prior to August 1, 2007, occupancy is at least 90% and DSCR is at least 1.20x. A-1-2 (7) Net Rentable Area SF/Units includes square footage for ground lease tenants. (8) With respect to the One Main Place Mortgage Loan (Loan No. 9), the Appraised Value and corresponding Appraisal As-of Date are based on stabilization. The property was underwritten at a 66.7% occupancy rate and the appraiser's "As-Is" value of the related mortgaged property is $84,500,000. (9) With respect to The Barlow Building Mortgage Loan (Loan No. 10) and the Westpark Shopping Center Mortgage Loan (Loan No. 34), the related loan documents give the borrower, under certain circumstances, the option of choosing either yield maintenance or defeasance. It is assumed that such borrowers will choose yield maintenance. (10) For purposes of the information presented, a Mortgaged Property is, in some cases, considered occupied" by a tenant if such tenant has executed a lease to occupy such Mortgaged Property even though the applicable tenant has not taken physical occupancy. (11) With respect to Loan Nos. 14, 20, 21, 22, 24, 31, 35, 37, 38 and 60, the first payment date under the loan documents is October 1, 2005. The Original Term to Maturity or APD (mos.), Stated Remaining Term to Maturity or APD (mos.), First Payment Date, Remaining Interest Only Period (mos.) and Prepayment Provisions (# of payments) are adjusted to reflect an interest only payment the trust will receive from the related Mortgage Loan Seller on the Closing Date. (12) With respect to Loan No. 11, the Interest Rate changes throughout the term of the loan. The Interest Rate shown is the average of the first 12 months after the Cut-off Date. The interest rates for this loan is set forth on Annex A-4. (13) Shown from the respective mortgage loan origination date. (14) With respect to 123 William Street (Loan No. 4): the Mortgage Loan is secured by two pari passu notes each of which are included in the trust. (15) With respect to the Roanoke corners loan (Loan No. 127), the monthly TI/LC reserve commences on the 61st payment date. (16) With respect to the Arapahoe Village (Loan No. 36), the property is currently 92.59% leased which includes Rite Aid, the largest tenant. Rite Aid has elected not to renew their lease and will vacate on 8/31/2005. This loan has been structured with a reverse earnout in the amount of $4,000,000 and has been underwritten excluding the Rite Aid space, therefore it is not included as the Largest Tenant. (17) With respect to the Greens at Irene Mortgage Loan (Loan No. 16), the Sponsors are The Greens at Irene Management Company II, Inc., J.E. Lindsey Family Limited Partnership, Rutledge Properties, a Limited Partnership, Walter L. Harber Family Limited Partnership, The Branch Family Trust Under Trust Agreement Dated April 20, 1992, Roy E. Stanley Family Limited Partnership, Philip Baer Investments, a Limited Partnership, Jesse O. Branch, Jr., John E. Branch. With respect to the Shaws Marketplace Mortgage Loan (Loan No. 45), the Sponsors are Roklen Investments L.P., Melinda Goldrich Trust under the Goldrich Children's, Andrea Cayton Trust under the Goldrich Children's Trust. With respect to the Plano Tech Center Mortgage Loan (Loan No. 46), the Sponsors are Adams St. Properties-Plano Tech Center LLC, Blackwater-Plano Tech Center LLC, Galt-Plano Tech Center LLC, Galt-Plano LLC, Graves-Plano Tech Center LLC, Harris-Plano Tech Center LLC, Howard-Plano Tech Center LLC, Jack Trust-Plano Tech Center LLC, Mochon-Plano Tech Center LLC, Noto Trust-Plano Tech Center LLC, Pierce-Plano Tech Center LLC, 1031 Plano Tech Center LLC, Sheets-Plano Tech Center LLC, Swann Trust-Plano Tech Center LLC, Tozzolina-Plano Tech Center LLC, McKinney Trust-Plano Tech Center LLC, Lin Trust-Plano Tech Center LLC. With respect to the Links at Harrison Mortgage Loan (Loan No. 72), the Sponsors are Lindsey Multi-Family Management Company, Inc., J.E. Lindsey Family Limited Partnership, Rutledge Properties, LP, Harber Investments Family Trust, Philip Baer Investments, LP, Roy E. Stanley. A-1-3 (18) With respect to 330 7th Avenue (Loan No. 14), Super Nova Tenant LLC, an affiliate of the borrower, entered into a master lease with respect to approximately 18,083 sq. ft. (or approximately 7.30% of the NRA) at the mortgaged property at $25.00/sq. ft. The master lease may be terminated (or the premises leased pursuant to the master lease may be reduced) upon (i) the leasing of the space to tenants, provided that the lease is on terms and conditions reasonably satisfactory to the lender and (ii) the DSCR at the mortgaged property (taking into account any tenant leases referenced in (i) above) is at least 1.25x, calculated using the annualized rents in place (and not including any rent from the master lease) and the greater of operating expenses (x) underwritten by lender at the loan origination date or (y) for the immediately preceding twelve month period. With respect to Village at Main Street Shopping Center (Loan No. 17), Marathon Management, Inc., an affiliate of the borrower, leases 15,410 sq. ft. of space at the mortgaged property at $20.13/sq. ft. (based on a weighted average) for use in connection with its property management business. In addition, an affiliate of the borrower master leases 12,410 sq. ft. (approximately 9.3% of the NRA) from the borrower at $18.72/sq. ft. (based on a weighted average) Including the master lease, borrower affiliates lease a total of 20.8% of the NRA at the mortgaged property. The master lease may be terminated (or the premises leased pursuant to the master lease may be reduced) upon the leasing of the space to a third party tenant (not affiliated with the borrower), provided that the lease is on terms and conditions reasonably satisfactory to the lender. A-1-4 <TABLE> GE COMMERCIAL MORTGAGE CORPORATION, SERIES 2005-C3 ANNEX A-2 - CERTAIN CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED HOUSING LOANS - ------------------------------------------------------------------------------------- % BY % BY APPLICABLE MORTGAGE INITIAL POOL LOAN GROUP # OF LOAN ID PROPERTY NAME BALANCE LOAN GROUP BALANCE PROPERTIES SELLER(1) - ------------------------------------------------------------------------------------------------------------------------------- 5 Medici Apartments 4.25% 2 20.23% 1 BofA 16 Greens at Irene 1.37% 2 6.52% 1 GERE 18 Wiener Apartment Portfolio XI 1.28% 2 6.09% 4 GACC 18.1 671-681 West 193rd Street 0.46% 2 2.21% 1 GACC 18.2 11 Hillside Avenue 0.35% 2 1.68% 1 GACC - ------------------------------------------------------------------------------------------------------------------------------- 18.3 4530 Broadway 0.34% 2 1.60% 1 GACC 18.4 240 East 18th Street 0.13% 2 0.60% 1 GACC 19 Red Hawk at Sheely Farms 1.27% 2 6.06% 1 GERE 20 Ivystone Apartments 1.25% 2 5.96% 1 GACC 23 South View Apartments 0.89% 2 4.25% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 27 Chapel Ridge 0.76% 2 3.64% 1 GERE 33 Stone Gate Apartments 0.67% 2 3.21% 1 GERE 35 Ivy Hollow Apartments 0.61% 2 2.92% 1 GACC 38 Oak Lake Apartments 0.61% 2 2.91% 1 GACC 40 Springs MHC 0.57% 1 0.72% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 42 Windstone MHC - IPG Portfolio 0.56% 1 0.71% 4 GERE 42.1 The Pines MHC - IPG 0.25% 1 0.31% 1 GERE 42.2 Windstone MHC - IPG 0.11% 1 0.14% 1 GERE 42.3 Meadow View MHC - IPG 0.11% 1 0.14% 1 GERE 42.4 River Place MHC - IPG 0.10% 1 0.12% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 43 Nittany Crossing Apartments 0.56% 2 2.66% 1 GERE 44 State College Park Apartments 0.56% 2 2.64% 1 GERE 48 Crown Woods Apartments 0.53% 2 2.51% 1 GERE 50 One Sovereign Place Apartments 0.50% 2 2.38% 1 BofA 52 Gold Canyon RV Park 0.49% 1 0.63% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 54 Deer Valley Apartments 0.46% 2 2.21% 1 GERE 56 Arbor Crest Apartments 0.43% 2 2.02% 1 GACC 58 San Mateo Apartments 0.42% 2 2.00% 1 GERE 61 Greenbrier at Tanasbourne Apartments 0.40% 2 1.91% 1 GERE 62 Avanti Apartments 0.38% 2 1.80% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 67 Sand Pebble Apartments 0.33% 2 1.56% 1 GERE 70 Terrace Apartments 0.31% 2 1.48% 1 GERE 72 Links at Harrison 0.31% 2 1.46% 1 GERE 74 Landmark Apartments 0.30% 2 1.43% 1 GERE 75 The Groves 0.30% 1 0.38% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 76 Hamilton Mill on Bentley 0.29% 2 1.40% 1 BofA 77 Briarwood MHC 0.29% 2 1.36% 1 GERE 78 105-115 Bennett Avenue 0.29% 2 1.36% 1 GACC 84 Sunrise RV Park 0.25% 1 0.32% 1 GERE 87 Windemere & Mill Creek MHCs - IPG 0.24% 1 0.30% 2 GERE - ------------------------------------------------------------------------------------------------------------------------------- 87.1 Windemere MHC 0.12% 1 0.15% 1 GERE 87.2 Mill Creek MHC 0.12% 1 0.15% 1 GERE 89 Western Way RV Resort 0.22% 1 0.28% 1 GERE 90 Clearwater Ridge Apartments 0.22% 2 1.06% 1 GERE 91 Valle Sereno Apartments 0.21% 2 1.02% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 94 Longview MHC 0.21% 1 0.26% 1 GERE 96 Hidden Village MHC 0.21% 1 0.26% 1 GERE 103 Auburn Green 0.18% 2 0.86% 1 GERE 105 Skaff Apartments 0.18% 2 0.84% 1 GERE 111 Tanglewood Apartments 0.16% 2 0.77% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 112 La Mirada Apartments 0.16% 2 0.75% 1 GERE 116 Meadows at Carson Creek 0.15% 2 0.70% 1 GERE 117 Merced Mobile Estates 0.14% 2 0.68% 1 GERE 123 Cambridge Square II 0.11% 2 0.53% 1 GERE 126 Tyrone Village MHC 0.11% 1 0.14% 1 GERE - ------------------------------------------------------------------------------------------------------------------------------- 128 Sedona Peak Apartments 0.09% 2 0.45% 1 GERE 130 Apache Arms Apartments 0.09% 2 0.41% 1 GERE CUT-OFF GENERAL DETAILED DATE PROPERTY PROPERTY ID BALANCE TYPE TYPE ADDRESS - ----------------------------------------------------------------------------------------------------------------------------- 5 $90,000,000 Multifamily Conventional 722 & 725 South Bixel Street 16 $29,000,000 Multifamily Conventional 8285 Irene Boulevard 18 $27,097,842 Multifamily Conventional Various 18.1 $9,818,983 Multifamily Conventional 671-681 West 193rd Street 18.2 $7,459,877 Multifamily Conventional 11 Hillside Avenue - ----------------------------------------------------------------------------------------------------------------------------- 18.3 $7,141,078 Multifamily Conventional 4530 Broadway 18.4 $2,677,904 Multifamily Conventional 240 East 18th Street 19 $26,975,000 Multifamily Conventional 9330 West McDowell Road 20 $26,500,000 Multifamily Conventional 1150 Volvo Parkway 23 $18,918,000 Multifamily Student Housing 1068 North Lois Lane - ----------------------------------------------------------------------------------------------------------------------------- 27 $16,180,000 Multifamily Student Housing 101 Legacy Terrace 33 $14,264,000 Multifamily Student Housing 1820 Putter Court 35 $13,000,000 Multifamily Conventional 4920 Tanager Park Drive 38 $12,960,000 Multifamily Conventional 413 Oak Lake Way 40 $12,100,000 Manufactured Housing Manufactured Housing 1095 Western Drive - ----------------------------------------------------------------------------------------------------------------------------- 42 $11,870,000 Manufactured Housing Manufactured Housing Various 42.1 $5,227,866 Manufactured Housing Manufactured Housing 61000 and 60901 Brosterhous Road 42.2 $2,321,932 Manufactured Housing Manufactured Housing 812 Hoffman Road Northeast 42.3 $2,300,824 Manufactured Housing Manufactured Housing 2552 Thorn Oak Drive 42.4 $2,019,378 Manufactured Housing Manufactured Housing 239 River Place Drive - ----------------------------------------------------------------------------------------------------------------------------- 43 $11,830,000 Multifamily Student Housing 601 Vairo Boulevard 44 $11,759,400 Multifamily Student Housing 349 Blue Course Drive 48 $11,175,882 Multifamily Conventional 9201 Riverside Drive 50 $10,600,000 Multifamily Conventional 4883 Roswell Road 52 $10,450,000 Manufactured Housing RV Park 7151 East U.S. Highway 60 - ----------------------------------------------------------------------------------------------------------------------------- 54 $9,817,993 Multifamily Conventional 11 Farnsworth Drive 56 $9,000,000 Multifamily Conventional 12801 Old Columbia Pike 58 $8,880,000 Multifamily Conventional 9300 Viscount Boulevard 61 $8,500,000 Multifamily Conventional 1305 Northwest 189th Way 62 $8,000,000 Multifamily Conventional 1401 Boren Avenue - ----------------------------------------------------------------------------------------------------------------------------- 67 $6,935,000 Multifamily Conventional 11280 Pebble Hills Boulevard 70 $6,573,268 Multifamily Conventional 1810 South Main Street 72 $6,500,000 Multifamily Conventional 1919 Club Circle 74 $6,380,329 Multifamily Conventional 104 Landmark Court 75 $6,300,000 Manufactured Housing Manufactured Housing 6775 Stardust Lane - ----------------------------------------------------------------------------------------------------------------------------- 76 $6,240,000 Multifamily Conventional 100 Bryton Trace 77 $6,050,000 Manufactured Housing Manufactured Housing 134 Ferne Lane 78 $6,043,943 Multifamily Conventional 105-115 Bennett Avenue 84 $5,300,000 Manufactured Housing RV Park 1403 West Broadway Avenue 87 $5,090,000 Manufactured Housing Manufactured Housing Various - ----------------------------------------------------------------------------------------------------------------------------- 87.1 $2,577,815 Manufactured Housing Manufactured Housing 608 Windemere Street 87.2 $2,512,185 Manufactured Housing Manufactured Housing 112 Carmel Drive 89 $4,728,476 Manufactured Housing RV Park 3100 South Kinney Road 90 $4,700,000 Multifamily Conventional 3702 Auburn Way South 91 $4,520,000 Multifamily Conventional 9133 Kernel Circle - ----------------------------------------------------------------------------------------------------------------------------- 94 $4,425,000 Manufactured Housing Manufactured Housing 450 Northeast 58th Street 96 $4,350,000 Manufactured Housing Manufactured Housing 10405 Southwest Denney Road 103 $3,827,000 Manufactured Housing Manufactured Housing 602 29th Street Southeast 105 $3,738,754 Multifamily Conventional 4902 and 5002 16th Avenue 111 $3,417,248 Multifamily Conventional 2525 East 32nd Street - ----------------------------------------------------------------------------------------------------------------------------- 112 $3,340,000 Multifamily Conventional 10550 McCombs Street 116 $3,096,806 Manufactured Housing Manufactured Housing 9400 Carson Creek Boulevard 117 $3,009,029 Manufactured Housing Manufactured Housing 2020 North Ashby Road 123 $2,350,000 Multifamily Conventional 19723 48th Avenue West 126 $2,265,000 Manufactured Housing Manufactured Housing 13618 North Florida Avenue - ----------------------------------------------------------------------------------------------------------------------------- 128 $2,000,000 Multifamily Conventional 1901 Brown Street 130 $1,811,000 Multifamily Conventional 10637 Edgemere Boulevard NET LOAN PER NET RENTABLE RENTABLE AREA OCCUPANCY OCCUPANCY ID CITY COUNTY STATE ZIP CODE UNITS/PADS UNITS/PADS RATE AS-OF DATE - ----------------------------------------------------------------------------------------------------------------------------------- 5 Los Angeles Los Angeles CA 90017 632 142,405.06 89.72% 7/20/2005 16 Memphis Shelby TN 38125 504 57,539.68 94.64% 3/1/2005 18 Various Various NY Various 341 79,465.81 97.65% 5/25/2005 18.1 New York New York NY 10040 125 98.40% 5/25/2005 18.2 New York New York NY 10040 90 97.78% 5/25/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 18.3 New York New York NY 10040 73 94.52% 5/25/2005 18.4 Brooklyn Kings NY 11226 53 100.00% 5/25/2005 19 Phoenix Maricopa AZ 85037 408 66,115.20 91.67% 5/9/2005 20 Chesapeake Chesapeake City VA 23320 368 72,010.87 100.00% 5/1/2005 23 Harrisonburg Rockingham VA 22801 240 78,825.00 99.58% 4/21/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 27 Chapel Hill Orange NC 27516 180 89,888.89 98.53% 2/1/2005 33 Harrisonburg Rockingham VA 22801 168 84,904.76 99.85% 4/21/2005 35 Charlotte Mecklenberg NC 28269 228 57,017.54 90.00% 8/1/2005 38 Chesapeake Chesapeake City VA 23320 172 75,348.84 100.00% 5/1/2005 40 Colorado Springs El Paso CO 80915 462 26,190.48 98.27% 5/31/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 42 Various Various OR Various 516 23,003.88 91.31% 3/1/2005 42.1 Bend Deschutes OR 97702 201 88.94% 3/1/2005 42.2 Salem Marion OR 97301 98 93.68% 3/1/2005 42.3 Medford Jackson OR 97501 102 100.00% 3/1/2005 42.4 Roseburg Douglas OR 97470 115 85.71% 3/1/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 43 State College Centre PA 16803 204 57,990.20 98.83% 6/6/2005 44 State College Centre PA 16803 196 59,996.94 85.51% 5/1/2005 48 Tulsa Tulsa OK 74137 261 42,819.47 95.02% 2/28/2005 50 Atlanta Fulton GA 30342 172 61,627.91 94.19% 6/1/2005 52 Gold Canyon Pinal AZ 85218 751 13,914.78 90.00% 3/1/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 54 Slingerlands Albany NY 12159 240 40,908.30 95.42% 3/7/2005 56 Silver Spring Montgomery MD 20904 80 112,500.00 78.75% 7/13/2005 58 El Paso El Paso TX 79925 248 35,806.45 95.97% 3/25/2005 61 Hillsboro Washington OR 97006 176 48,295.45 92.61% 5/9/2005 62 Seattle King WA 98101 93 86,021.51 96.77% 3/15/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 67 El Paso El Paso TX 79936 208 33,341.35 98.56% 3/25/2005 70 Salt Lake City Salt Lake UT 84115 174 37,777.40 94.83% 5/5/2005 72 Harrison Boone AR 72601 312 20,833.33 92.31% 3/31/2005 74 Newport News Newport News City VA 23608 112 56,967.22 97.32% 3/29/2005 75 Orlando Orange FL 32818 441 14,285.71 97.51% 4/30/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 76 Columbia Richland SC 29210 237 26,329.11 91.56% 3/24/2005 77 Lake Worth Palm Beach FL 33467 144 42,013.89 100.00% 3/16/2005 78 New York New York NY 10033 65 92,983.73 98.46% 5/25/2005 84 Apache Junction Pinal AZ 85220 497 10,663.98 86.00% 3/1/2005 87 Aumsville Marion OR 97325 223 22,825.11 93.49% 6/1/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 87.1 Aumsville Marion OR 97325 113 89.91% 6/1/2005 87.2 Aumsville Marion OR 97325 110 97.27% 6/1/2005 89 Tucson Pima AZ 85713 296 15,974.58 90.21% 1/31/2005 90 Auburn King WA 98092 142 33,098.59 87.32% 3/30/2005 91 El Paso El Paso TX 79907 202 22,376.24 97.03% 3/25/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 94 Newport Lincoln OR 97365 179 24,720.67 92.09% 5/1/2005 96 Beaverton Washington OR 97008 104 41,826.92 97.12% 1/17/2005 103 Auburn King WA 98002 100 38,270.00 91.84% 4/30/2005 105 Fargo Cass ND 58103 79 47,326.00 92.31% 3/17/2005 111 Joplin Jasper MO 64804 176 19,416.18 99.43% 3/1/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 112 El Paso El Paso TX 79924 100 33,400.00 90.00% 3/25/2005 116 Del Valle Travis TX 78617 151 20,508.65 92.05% 4/5/2005 117 Merced Merced CA 95348 120 25,075.24 97.50% 1/12/2005 123 Lynnwood Snohomish WA 98036 76 30,921.05 94.74% 3/23/2005 126 Tampa Hillsborough FL 33613 106 21,367.92 88.68% 4/20/2005 - ----------------------------------------------------------------------------------------------------------------------------------- 128 El Paso El Paso TX 79902 76 26,315.79 100.00% 3/25/2005 130 El Paso El Paso TX 79925 84 21,559.52 92.86% 3/25/2005 STUDIOS 1 BEDROOM ------------------------------------- ------------------------------------ ELEVATOR(S) UTILITIES # AVG RENT PER MAX # AVG RENT PER MAX ID (YES/NO) PAID BY TENANT UNITS MO. ($) RENT ($) UNITS MO. ($) RENT ($) - ----------------------------------------------------------------------------------------------------------------------------------- 5 Yes Electric, Gas 58 1,392 1,425 315 1,575 1,725 16 No Electric, Gas 168 657 695 18 Yes Electric, Gas 31 823 1,452 194 971 1,744 18.1 Yes Electric, Gas 1 1,200 1,200 60 979 1,553 18.2 Yes Electric, Gas 20 831 1,452 46 979 1,480 - ----------------------------------------------------------------------------------------------------------------------------------- 18.3 Yes Electric, Gas 5 872 1,126 58 1,052 1,744 18.4 Yes Electric, Gas 5 665 882 30 784 1,147 19 No Electric, Water, Sewer 264 813 930 20 No Electric 112 705 705 23 No Electric - ----------------------------------------------------------------------------------------------------------------------------------- 27 No None 24 700 700 33 No Electric 35 No Electric, Water, Sewer 76 443 443 38 No Electric 60 772 800 40 Electric, Gas - ----------------------------------------------------------------------------------------------------------------------------------- 42 Various 42.1 Electric, Water, Sewer 42.2 Electric, Gas, Water, Sewer 42.3 Electric, Gas, Water, Sewer 42.4 Electric, Water, Sewer - ----------------------------------------------------------------------------------------------------------------------------------- 43 No Electric, Gas 44 No Electric, Gas 48 No Electric, Water 180 525 649 50 No Electric, Gas, Water, Sewer 8 705 750 52 Electric, Gas - ----------------------------------------------------------------------------------------------------------------------------------- 54 No Electric 170 726 790 56 Yes Electric, Gas, Water, Sewer 24 925 945 58 No Electric, Water, Sewer 164 441 491 61 No Electric 48 615 709 62 Yes Electric, Water, Sewer 12 877 1,175 63 998 1,300 - ----------------------------------------------------------------------------------------------------------------------------------- 67 No None 64 489 510 70 Yes Electric, Water, Sewer 13 405 405 114 479 479 72 No Electric, Water, Sewer 104 325 335 74 No Electric, Water, Sewer 16 595 597 75 Electric, Water, Sewer - ----------------------------------------------------------------------------------------------------------------------------------- 76 No Electric, Gas 81 562 595 77 Electric, Gas, Water, Sewer 78 Yes Electric, Gas 1 667 667 44 1,112 2,000 84 Electric, Gas 87 Electric, Water, Sewer - ----------------------------------------------------------------------------------------------------------------------------------- 87.1 Electric, Water, Sewer 87.2 Electric, Water, Sewer 89 Electric, Gas 90 No Electric 18 640 655 91 No Electric, Water, Sewer 48 401 455 - ----------------------------------------------------------------------------------------------------------------------------------- 94 Electric, Gas, Water, Sewer 96 Electric, Gas, Water, Sewer 103 Electric, Water, Sewer 105 Yes Electric 10 374 415 27 532 545 111 No Electric, Water, Sewer 64 355 380 - ----------------------------------------------------------------------------------------------------------------------------------- 112 No Water 20 451 451 116 Electric, Water, Sewer 117 Electric, Gas 123 No Electric, Water, Sewer 62 635 735 126 Electric - ----------------------------------------------------------------------------------------------------------------------------------- 128 No None 44 437 437 130 No Electric 36 364 364