Filed Pursuant to Rule 424B5 Registration File No. 333-108944 The information in this prospectus supplement is not complete and may be changed. Neither this prospectus supplement nor the accompanying prospectus is an offer to sell these securities nor is it soliciting an offer to buy these securities in any state where the offer or sale is not permitted. THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT MAY BE AMENDED OR COMPLETED, DATED OCTOBER 14, 2004 PRELIMINARY PROSPECTUS SUPPLEMENT (TO ACCOMPANY PROSPECTUS DATED OCTOBER 14, 2004) $902,249,000 (APPROXIMATE) (OFFERED CERTIFICATES) WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-C15 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (DEPOSITOR) YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-45 OF THIS PROSPECTUS SUPPLEMENT AND ON PAGE 14 OF THE ACCOMPANYING PROSPECTUS. Neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any government agency or instrumentality. The offered certificates will represent interests in the trust fund only. They will not represent obligations of any other party. The offered certificates will not be listed on any national securities exchange or any automated quotation system of any registered securities association. This prospectus supplement may be used to offer and sell the offered certificates only if it is accompanied by the prospectus dated October 14, 2004. THE TRUST FUND: o As of November 11, 2004, the mortgage loans included in the trust fund will have an aggregate principal balance of approximately $1,158,579,900. o The trust fund will consist of a pool of 88 fixed rate mortgage loans. o The mortgage loans are secured by first liens on commercial and multifamily properties. o All of the mortgage loans were originated by Wachovia Bank, National Association and Artesia Mortgage Capital Corporation. THE CERTIFICATES: o The trust fund will issue twenty-six classes of certificates. o Only the seven classes of offered certificates described in the following table are being offered by this prospectus supple ment and the accompanying prospectus. - -------------------------------------------------------------------------------- ORIGINAL PERCENTAGE OF PASS-THROUGH ASSUMED FINAL EXPECTED CERTIFICATE CUT-OFF DATE RATE DISTRIBUTION S&P/MOODY'S/DBRS CLASS BALANCE(1) POOL BALANCE DESCRIPTION DATE(2) CUSIP NO. RATING(3) - ------------------- --------------- --------------- -------------- ------------------- ----------- ----------------- Class A-1 ......... $ 57,169,000 4.934% Fixed October 15, 2009 AAA/Aaa/AAA Class A-2 ......... $162,905,000 14.061% Fixed December 15, 2009 AAA/Aaa/AAA Class A-3 ......... $144,241,000 12.450% Fixed March 15, 2014 AAA/Aaa/AAA Class A-4 ......... $468,420,000 40.431% Fixed October 15, 2014 AAA/Aaa/AAA Class B ........... $ 33,309,000 2.875% Fixed October 15, 2014 AA/Aa2/AA Class C ........... $ 14,482,000 1.250% Fixed October 15, 2014 AA-/Aa3/AA(low) Class D ........... $ 21,723,000 1.875% Fixed(4) October 15, 2014 A/A2/A - -------------------------------------------------------------------------------- (Footnotes explaining the table are on page S-2) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFERED CERTIFICATES OR HAS DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. Wachovia Capital Markets, LLC is acting as lead manager for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the offered certificates. Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. are acting as co-managers for the offering. Wachovia Capital Markets, LLC, Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. are required to purchase the offered certificates from us, subject to certain conditions. The underwriters will offer the offered certificates to the public from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. We expect to receive from this offering approximately % of the initial certificate balance of the offered certificates, plus accrued interest from November 1, 2004, before deducting expenses. We expect that delivery of the offered certificates will be made in book-entry form on or about November 8, 2004. WACHOVIA SECURITIES GOLDMAN, SACHS & CO. RBS GREENWICH CAPITAL OCTOBER , 2004 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2004-C15 Geographic Overview of Mortgage Pool(1) WASHINGTON CONNECTICUT ALABAMA 3 properties 2 properties 1 property $45,295,865 $25,650,000 $4,275,889 3.9% of total 2.2% of total 0.4% of total NEBRASKA NEW JERSEY TENNESSEE 1 property 11 properties 1 property $5,984,373 $159,109,106 $12,240,000 0.5% of total 13.7% of total 1.1% of total ILLINOIS DISTRICT OF COLUMBIA MISSISSIPPI 3 properties 2 properties 3 properties $122,095,161 $25,121,406 $13,080,000 10.5% of total 2.2% of total 1.1% of total MINNESOTA DELAWARE OKLAHOMA 1 property 1 property 1 property $1,573,674 $12,721,065 $12,500,000 0.1% of total 1.1% of total 1.1% of total WISCONSIN MARYLAND TEXAS 23 properties 3 properties 6 properties $36,160,000 $34,790,000 $38,354,186 3.1% of total 3.0% of total 3.3% of total INDIANA VIRGINIA COLORADO 1 property 5 properties 2 properties $3,074,174 $29,714,985 $19,641,484 0.3% of total 2.6% of total 1.7% of total MICHIGAN NORTH CAROLINA ARIZONA 1 property 2 properties 2 properties $1,384,000 $16,883,283 $58,350,000 0.1% of total 1.5% of total 5.0% of total OHIO SOUTH CAROLINA CALIFORNIA 3 properties 2 properties 9 properties $8,903,128 $102,557,683 $117,761,668 0.8% of total 8.9% of total 10.2% of total PENNSYLVANIA GEORGIA SOUTHERN CALIFORNIA(2) 6 properties 4 properties 4 properties $41,355,076 $22,528,472 $41,161,668 3.6% of total 1.9% of total 3.6% of total NEW YORK FLORIDA NORTHERN CALIFORNIA(2) 2 properties 12 properties 5 properties $111,000,000 $72,875,221 $76,600,000 9.6% of total 6.3% of total 6.6% of total MASSACHUSETTS 1 property $3,600,000 0.3% of total MORTGAGED PROPERTIES BY PROPERTY TYPE Multifamily 17.2% Mobile Home Park 3.6% Hospitality 2.2% Industrial 1.5% Land 0.2% Office 47.1% Retail 28.2% [ ] >10.0% of Cut-Off Date Pool Balance [ ] >5.0 - 10.0% of Cut-Off Date Pool Balance [ ] >1.0 - 5.0% of Cut-Off Date Pool Balance [ ] <=1.0% of Cut-Off Date Pool Balance GEOGRAPHIC OVERVIEW OF MORTGAGED PROPERTIES (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 amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California, and mortgaged properties in or south of such counties were included in Southern California. [175 WEST JACKSON PICTURE OMITTED] 175 WEST JACKSON, Chicago, IL [180 MAIDEN LANE PICTURE OMITTED] 180 MAIDEN LANE, New York, NY [COASTAL GRAND MALL PICTURES OMITTED] COASTAL GRAND MALL, Myrtle Beach, SC [DEER VALLEY VILLAGE APARTMENTS [GALE OFFICE POOL PICTURES OMITTED] PICTURE OMITTED] DEER VALLEY VILLAGE APARTMENTS, GALE OFFICE POOL, Phoenix, AZ Various, NJ [IRS BUILDING PICTURE OMITTED] [ADG PORTFOLIO PICTURES OMITTED] IRS BUILDING, Fresno, CA ADG PORTFOLIO, Various, Various [SLATTEN RANCH (WESTERN PHASE) [1900 L STREET PICTURES OMITTED] PICTURES OMITTED] SLATTEN RANCH (WESTERN PHASE), 1900 L STREET, Washington, DC Antioch, CA [10 INDEPENDENCE BOULEVARD PICTURE OMITTED] 10 INDEPENDENCE BOULEVARD, Warren, NJ IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS We provide information to you about the offered certificates in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates and (b) this prospectus supplement, which describes the specific terms of the offered certificates. You should read both this prospectus supplement and the prospectus before investing in any of the offered certificates. 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. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE AS OF THE DATE OF THIS DOCUMENT. IF THE DESCRIPTIONS OF THE OFFERED CERTIFICATES VARY BETWEEN THE ACCOMPANYING PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT. This prospectus supplement begins with several introductory sections describing the offered certificates and the trust fund in abbreviated form: o SUMMARY OF PROSPECTUS SUPPLEMENT, commencing on page S-5 of this prospectus supplement, which gives a brief introduction of the key features of the offered certificates and a description of the mortgage loans included in the trust fund; and o RISK FACTORS, commencing on page S-45 of this prospectus supplement, which describes risks that apply to the offered certificates which are in addition to those described in the prospectus. This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the accompanying prospectus identify the pages where these sections are located. You can find a listing of the pages where capitalized terms used in this prospectus supplement are defined under the caption "INDEX OF DEFINED TERMS" beginning on page S-275 in this prospectus supplement. In this prospectus supplement, the terms "depositor," "we," "us" and "our" refer to Wachovia Commercial Mortgage Securities, Inc. WE DO NOT INTEND THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS TO BE AN OFFER OR SOLICITATION: o if used in a jurisdiction in which such offer or solicitation is not authorized; o if the person making such offer or solicitation is not qualified to do so; or o if such offer or solicitation is made to anyone to whom it is unlawful to make such offer or solicitation. This prospectus supplement and the accompanying prospectus may be used by us, Wachovia Capital Markets, LLC, our affiliate, and any other of our affiliates when required under the federal securities laws in connection with offers and sales of offered certificates in furtherance of market-making activities in offered certificates. Wachovia Capital Markets, LLC or any such other affiliate may act as principal or agent in these transactions. Sales will be made at prices related to prevailing market prices at the time of sale or otherwise. S-1 (Footnotes to table on the front cover) - ------------------ (1) Subject to a permitted variance of plus or minus 5.0%. (2) The Assumed Final Distribution Date has been determined on the basis of the assumptions set forth in "DESCRIPTION OF THE CERTIFICATES--Assumed Final Distribution Date; Rated Final Distribution Date" in this prospectus supplement and a 0% CPR (as defined in "YIELD AND MATURITY CONSIDERATIONS--Weighted Average Life" in this prospectus supplement). The Rated Final Distribution Date is the distribution date to occur in October 2041. See "DESCRIPTION OF THE CERTIFICATES--Assumed Final Distribution Date; Rated Final Distribution Date" and "RATINGS" in this prospectus supplement. (3) By each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Dominion Bond Rating Service, Inc. See "RATINGS" in this prospectus supplement. (4) The pass-through rate applicable to the Class D certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described herein) for such date. S-2 TABLE OF CONTENTS SUMMARY OF PROSPECTUS SUPPLEMENT ......................................... S-5 OVERVIEW OF THE CERTIFICATES ............................................. S-6 THE PARTIES .............................................................. S-8 IMPORTANT DATES AND PERIODS .............................................. S-10 THE CERTIFICATES ......................................................... S-10 THE MORTGAGE LOANS ....................................................... S-31 RISK FACTORS ............................................................. S-45 DESCRIPTION OF THE MORTGAGE POOL ......................................... S-95 General ................................................................ S-95 Mortgage Loan History .................................................. S-96 Certain Terms and Conditions of the Mortgage Loans ..................... S-97 Assessments of Property Condition ...................................... S-101 Co-Lender Loans ........................................................ S-102 Mezzanine Loans ........................................................ S-114 Additional Mortgage Loan Information ................................... S-115 Twenty Largest Mortgage Loans .......................................... S-145 The Mortgage Loan Sellers .............................................. S-198 Underwriting Standards ................................................. S-198 Assignment of the Mortgage Loans; Repurchases and Substitutions ........ S-199 Representations and Warranties; Repurchases and Substitutions .......... S-202 Repurchase or Substitution of Cross-Collateralized Mortgage Loans ...... S-204 Changes in Mortgage Pool Characteristics ............................... S-205 SERVICING OF THE MORTGAGE LOANS .......................................... S-206 General ................................................................ S-206 The Master Servicer and the Special Servicer ........................... S-207 Servicing and Other Compensation and Payment of Expenses ............... S-210 Modifications, Waivers and Amendments .................................. S-213 The Controlling Class Representative ................................... S-214 Defaulted Mortgage Loans; REO Properties; Purchase Option .............. S-218 Inspections; Collection of Operating Information ....................... S-220 DESCRIPTION OF THE CERTIFICATES .......................................... S-222 General ................................................................ S-222 Registration and Denominations ......................................... S-222 Certificate Balances and Notional Amounts .............................. S-225 Pass-Through Rates ..................................................... S-227 Distributions .......................................................... S-230 Subordination; Allocation of Losses and Certain Expenses ............... S-244 P&I Advances ........................................................... S-247 Appraisal Reductions ................................................... S-250 Reports to Certificateholders; Available Information ................... S-252 Assumed Final Distribution Date; Rated Final Distribution Date ......... S-256 Voting Rights .......................................................... S-257 Termination ............................................................ S-257 The Trustee ............................................................ S-259 YIELD AND MATURITY CONSIDERATIONS ........................................ S-259 Yield Considerations ................................................... S-259 Weighted Average Life .................................................. S-263 USE OF PROCEEDS .......................................................... S-267 S-3 MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................ S-268 General ............................................................... S-268 Taxation of the Offered Certificates .................................. S-268 ERISA CONSIDERATIONS .................................................... S-269 LEGAL INVESTMENT ........................................................ S-272 METHOD OF DISTRIBUTION .................................................. S-272 LEGAL MATTERS ........................................................... S-273 RATINGS ................................................................. S-274 INDEX OF DEFINED TERMS .................................................. S-275 ANNEX A-1 Certain Characteristics of the Mortgage Loans and Mortgaged Properties ................................................... A-1 ANNEX A-1A Certain Characteristics of the Mortgage Loans and Mortgaged Properties in Loan Group 1 ................................... A-1A ANNEX A-1B Certain Characteristics of the Mortgage Loans and Mortgaged Properties in Loan Group 2 ................................... A-1B ANNEX A-2 Certain Information Regarding Multifamily Mortgaged Properties ................................................... A-2 ANNEX A-3 Reserve Account Information .................................. A-3 ANNEX A-4 Commercial Tenant Schedule ................................... A-4 ANNEX A-5 Certain Characteristics of the Mortgage Loans and Mortgaged Properties (Crossed and Portfolios) .......................... A-5 ANNEX B Form of Distribution Date Statement .......................... B-1 ANNEX C Class X-P Reference Rate Schedule ............................ C-1 S-4 SUMMARY OF PROSPECTUS SUPPLEMENT o THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS SUPPLEMENT AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND THE TERMS OF THE OFFERED CERTIFICATES, YOU MUST CAREFULLY READ THIS ENTIRE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. o THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOWS AND OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED BY THE FULL DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. o WE PROVIDE INFORMATION IN THIS PROSPECTUS SUPPLEMENT ON THE CERTIFICATES THAT ARE NOT OFFERED BY THIS PROSPECTUS SUPPLEMENT ONLY TO ENHANCE YOUR UNDERSTANDING OF THE OFFERED CERTIFICATES. WE ARE NOT OFFERING THE NON-OFFERED CERTIFICATES PURSUANT TO THIS PROSPECTUS SUPPLEMENT. o FOR PURPOSES OF MAKING DISTRIBUTIONS TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4 AND CLASS A-1A CERTIFICATES, THE POOL OF MORTGAGE LOANS WILL BE DEEMED TO CONSIST OF 2 DISTINCT LOAN GROUPS, LOAN GROUP 1 AND LOAN GROUP 2. o UNLESS OTHERWISE STATED, ALL PERCENTAGES OF THE MORTGAGE LOANS INCLUDED IN THE TRUST FUND, OR OF ANY SPECIFIED GROUP OF MORTGAGE LOANS INCLUDED IN THE TRUST FUND, REFERRED TO IN THIS PROSPECTUS SUPPLEMENT ARE CALCULATED USING THE AGGREGATE PRINCIPAL BALANCE OF THE MORTGAGE LOANS INCLUDED IN THE TRUST FUND AS OF THE CUT-OFF DATE OF NOVEMBER 11, 2004, AFTER GIVING EFFECT TO PAYMENTS DUE ON OR BEFORE SUCH DATE WHETHER OR NOT RECEIVED. THE CUT-OFF DATE BALANCE OF EACH MORTGAGE LOAN INCLUDED IN THE TRUST FUND AND EACH CUT-OFF DATE CERTIFICATE BALANCE IN THIS PROSPECTUS SUPPLEMENT ASSUMES THE TIMELY RECEIPT OF PRINCIPAL SCHEDULED TO BE PAID (IF ANY) ON EACH MORTGAGE LOAN AND NO DEFAULTS, DELINQUENCIES OR PREPAYMENTS ON ANY MORTGAGE LOAN ON OR BEFORE THE RELATED CUT-OFF DATE. PERCENTAGES OF MORTGAGED PROPERTIES ARE REFERENCES TO THE PERCENTAGES OF THE AGGREGATE PRINCIPAL BALANCE OF ALL THE MORTGAGE LOANS INCLUDED IN THE TRUST FUND, OR OF ANY SPECIFIED GROUP OF MORTGAGE LOANS INCLUDED IN THE TRUST FUND, AS OF THE CUT-OFF DATE REPRESENTED BY THE AGGREGATE PRINCIPAL BALANCE OF THE RELATED MORTGAGE LOANS AS OF THE CUT-OFF DATE. o ONE (1) MORTGAGE LOAN, THE 175 WEST JACKSON MORTGAGE LOAN, IS PART OF A SPLIT LOAN STRUCTURE WHERE 1 COMPANION LOAN THAT IS PART OF THIS SPLIT LOAN STRUCTURE IS PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT WITH THE RELATED MORTGAGE LOAN AND THE OTHER COMPANION LOAN IS SUBORDINATE TO THE 2 LOANS THAT ARE PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT. ONE (1) MORTGAGE LOAN, THE 180 MAIDEN LANE MORTGAGE LOAN, IS PART OF A SPLIT LOAN STRUCTURE WHERE 1 COMPANION LOAN THAT IS PART OF THIS SPLIT LOAN STRUCTURE IS PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT WITH THE RELATED MORTGAGE LOAN AND THE OTHER 2 COMPANION LOANS ARE JUNIOR TO THE 2 LOANS THAT ARE PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT. CERTAIN OTHER MORTGAGE LOANS ARE EACH PART OF A SPLIT LOAN STRUCTURE IN WHICH THE RELATED COMPANION LOANS ARE SUBORDINATE TO THE RELATED MORTGAGE LOANS. AMOUNTS ATTRIBUTABLE TO ANY COMPANION LOAN (OTHER THAN THE 175 WEST JACKSON SUBORDINATE COMPANION LOAN AND THE 180 MAIDEN LANE SUBORDINATE COMPANION LOAN INCLUDED IN THE TRUST FUND) WILL NOT BE ASSETS OF THE TRUST FUND AND WILL BE BENEFICIALLY OWNED BY THE HOLDER OF SUCH COMPANION LOAN. THE 175 WEST JACKSON SUBORDINATE COMPANION LOAN WILL SUPPORT ONLY THE CLASS 175WJ CERTIFICATES, AND THE 180 MAIDEN LANE SUBORDINATE COMPANION LOAN INCLUDED IN THE TRUST FUND WILL SUPPORT ONLY THE CLASS 180ML CERTIFICATES. NEITHER THE 175 WEST JACKSON SUBORDINATE COMPANION LOAN NOR THE 180 MAIDEN LANE SUBORDINATE COMPANION LOAN INCLUDED IN THE TRUST FUND WILL BE DEEMED TO BE A PART OF LOAN GROUP 1 OR LOAN GROUP 2. o ALL NUMERICAL OR STATISTICAL INFORMATION CONCERNING THE MORTGAGE LOANS INCLUDED IN THE TRUST FUND IS PROVIDED ON AN APPROXIMATE BASIS AND EXCLUDES INFORMATION ON THE SUBORDINATE COMPANION LOANS. S-5 OVERVIEW OF THE CERTIFICATES The table below lists certain summary information concerning the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C15, which we are offering pursuant to the accompanying prospectus and this prospectus supplement. Each certificate represents an interest in the mortgage loans included in the trust fund and the other assets of the trust fund. The table also describes the certificates that are not offered by this prospectus supplement (other than the Class Z, Class R-I and Class R-II certificates) which have not been registered under the Securities Act of 1933, as amended, and which will be sold to investors in private transactions. CLOSING DATE CERTIFICATE PERCENTAGE INITIAL WEIGHTED CASH FLOW BALANCE OR OF CUT-OFF PASS-THROUGH PASS- AVERAGE OR PRINCIPAL EXPECTED NOTIONAL DATE POOL CREDIT RATE THROUGH LIFE WINDOW S&P/MOODY'S/ CLASS AMOUNT(1) BALANCE SUPPORT DESCRIPTION RATE (YEARS)(2) (MON./YR.)(2) DBRS RATING(3) - ---------------- ---------------- ------------- ----------- -------------- -------- ----------- -------------- --------------------- Class A-1 ...... $ 57,169,000 4.934% 14.250% Fixed % 3.21 12/04-10/09 AAA/Aaa/AAA Class A-2 ...... $ 162,905,000 14.061% 14.250% Fixed % 5.01 10/09-12/09 AAA/Aaa/AAA Class A-3 ...... $ 144,241,000 12.450% 14.250% Fixed % 7.04 12/09-03/14 AAA/Aaa/AAA Class A-4 ...... $ 468,420,000 40.431% 14.250% Fixed % 9.84 03/14-10/14 AAA/Aaa/AAA Class B ........ $ 33,309,000 2.875% 11.375% Fixed % 9.94 10/14-10/14 AA/Aa2/AA Class C ........ $ 14,482,000 1.250% 10.125% Fixed % 9.94 10/14-10/14 AA-/Aa3/AA(low) Class D ........ $ 21,723,000 1.875% 8.250% Fixed (4) % 9.94 10/14-10/14 A/A2/A Class A-1A ..... $ 160,747,000 13.874% 14.250% Fixed % (6) (6) AAA/Aaa/AAA Class E ........ $ 11,585,000 1.000% 7.250% Fixed (4) % (6) (6) A-/A3/A(low) Class F ........ $ 14,482,000 1.250% 6.000% Fixed (4) % (6) (6) BBB+/Baa1/BBB(high) Class G ........ $ 13,034,000 1.125% 4.875% Fixed (4) % (6) (6) BBB/Baa2/BBB Class H ........ $ 15,930,000 1.375% 3.500% WAC (5) % (6) (6) BBB-/Baa3/BBB(low) Class J ........ $ 7,241,000 0.625% 2.875% Fixed (4) % (6) (6) BB+/Ba1/BB(high) Class K ........ $ 4,344,000 0.375% 2.500% Fixed (4) % (6) (6) BB/Ba2/BB Class L ........ $ 4,344,000 0.375% 2.125% Fixed (4) % (6) (6) BB-/Ba3/BB(low) Class M ........ $ 2,896,000 0.250% 1.875% Fixed (4) % (6) (6) B+/B1/B(high) Class N ........ $ 2,896,000 0.250% 1.625% Fixed (4) % (6) (6) B/B2/B Class O ........ $ 2,896,000 0.250% 1.375% Fixed (4) % (6) (6) B-/B3/B(low) Class P ........ $ 15,935,899 1.375% 0.000% Fixed (4) % (6) (6) NR Class 175WJ(7).. $ 55,000,000 N/A N/A Fixed (8) % (6) (6) B-/B2/B(low) Class 180ML(7).. $ 69,500,000 N/A N/A Fixed (8) % (6) (6) B-/B2/B(high) Class X-P ...... $ 1,122,660,000 N/A N/A WAC-IO (9) % (9) (9) AAA/Aaa/AAA Class X-C ...... $ 1,158,579,899 N/A N/A WAC-IO (9) % (9) (9) AAA/Aaa/AAA - -------------- (1) Subject to a permitted variance of plus or minus 5.0%. (2) Based on no prepayments and the other assumptions set forth under "YIELD AND MATURITY CONSIDERATIONS--Weighted Average Life" in this prospectus supplement. (3) By each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Dominion Bond Rating Service, Inc. See "RATINGS" in this prospectus supplement. (4) The pass-through rates applicable to the Class D, Class E, Class F, Class G, Class J, Class K, Class L, Class M, Class N, Class O and Class P certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described herein, and excluding the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) for such date. S-6 (5) The pass-through rate applicable to the Class H certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date. (6) Not offered by this prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. (7) The Class 175WJ certificates and the Class 180ML certificates only represent interests in the 175 West Jackson subordinate companion loan or the 180 Maiden Lane subordinate companion loan included in the trust fund, as applicable. Payments on these certificates will be subordinated to payments on the sequential pay certificates only with respect to amounts received in respect of the 175 West Jackson mortgage loan or the 180 Maiden Lane mortgage loan, as applicable, as described herein. (8) Because the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan accrue interest on an "actual/360" basis but the Class 175WJ and Class 180ML certificates accrue interest on a "30/360" basis, the pass-through rate in certain months on each such class may be higher or lower than indicated. (9) The Class X-C and Class X-P certificates are not offered by this prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class X-C and Class X-P certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class X-C or Class X-P certificates, as the case may be, as described in this prospectus supplement. The interest rates applicable to the Class X-C and Class X-P certificates for each distribution date will be as described in this prospectus supplement. See "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. - ----------- [ ] Offered certificates [X] Private certificates S-7 THE PARTIES THE TRUST FUND................ The trust fund will be created on or about the closing date pursuant to a pooling and servicing agreement, dated as of November 1, 2004, by and among the depositor, the master servicer, the special servicers and the trustee. THE DEPOSITOR................. Wachovia Commercial Mortgage Securities, Inc. We are a wholly owned subsidiary of Wachovia Bank, National Association, which is one of the mortgage loan sellers, the master servicer, one of the special servicers and an affiliate of one of the underwriters. Our principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288-0166 and our telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. For more detailed information, see "THE DEPOSITOR" in the accompanying prospectus. On the closing date, we will sell the mortgage loans and related assets to be included in the trust fund to the trustee to create the trust fund. THE ISSUER.................... The trust fund to be established under the pooling and servicing agreement. For more detailed information, see "DESCRIPTION OF THE CERTIFICATES" in this prospectus supplement and the accompanying prospectus. THE MORTGAGE LOAN SELLERS..... Wachovia Bank, National Association and Artesia Mortgage Capital Corporation. For more information, see "DESCRIPTION OF THE MORTGAGE POOL--The Mortgage Loan Sellers" in this prospectus supplement. The mortgage loan sellers will sell and assign to us on the closing date the mortgage loans to be included in the trust fund. See "DESCRIPTION OF THE MORTGAGE POOL--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. Wachovia Bank, National Association originated 62 of the mortgage loans to be included in the trust fund representing 83.8% of the mortgage pool (47 mortgage loans in loan group 1 or 81.9% and 15 mortgage loans in loan group 2 or 95.2%). Artesia Mortgage Capital Corporation originated 26 of the mortgage loans to be included in the trust fund representing 16.2% of the mortgage pool (24 mortgage loans in loan group 1 or 18.1% and 2 mortgage loans in loan group 2 or 4.8%). THE MASTER SERVICER........... Wachovia Bank, National Association. Wachovia Bank, National Association is our affiliate, one of the mortgage loan sellers, one of the special servicers and an affiliate of one of the underwriters. The master servicer will be primarily responsible for collecting payments and gathering information with respect to the mortgage loans and companion loans included in the trust fund and the companion loans which are not part of the trust fund. S-8 See "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and the Special Servicer" in this prospectus supplement. THE SPECIAL SERVICERS......... Initially, (i) Clarion Partners, LLC with respect to each mortgage loan other than the 180 Maiden Lane mortgage loan, and (ii) Wachovia Bank, National Association with respect to the 180 Maiden Lane mortgage loan. References to the special servicer herein are references to the special servicer for an applicable mortgage loan as the context requires. The special servicer will be responsible for performing certain servicing functions with respect to the mortgage loans and companion loans included in the trust fund and the companion loans which are not part of the trust fund that, in general, are in default or as to which default is imminent. Some holders of certificates (initially the holder of the Class P certificates with respect to each mortgage loan other than the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan) will have the right to replace the special servicer and to select a representative who may advise and direct the special servicer and whose approval is required for certain actions by the special servicer under certain circumstances. With respect to the 180 Maiden Lane mortgage loan, except during the continuance of a control appraisal period under the related intercreditor agreement, the holder of the most subordinate existing companion loan related to the 180 Maiden Lane mortgage loan may appoint or remove the special servicer with respect to the 180 Maiden Lane mortgage loan, and with respect to the 175 West Jackson mortgage loan, except during the continuance of a control appraisal period under the related intercreditor agreement, the holder of the Class 175WJ certificates may appoint or remove the special servicer with respect to the 175 West Jackson mortgage loan. See "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and the Special Servicer" and "--The Controlling Class Representative" in this prospectus supplement. It is anticipated that ING Clarion Commercial Mortgage Securitization Fund, L.P., an affiliate of Clarion Partners, LLC, will purchase certain non-offered classes of certificates (including the Class P certificates). See "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and the Special Servicer" in this prospectus supplement. It is anticipated that Gramercy Warehouse Funding I LLC, the holder of the 180 Maiden Lane subordinate companion loan not included in the trust fund, will be appointed as a sub-servicer for the special servicer with respect to the 180 Maiden Lane mortgage loan. See "RISK FACTORS--Potential Conflicts of Interest" in this prospectus supplement. THE TRUSTEE................... Wells Fargo Bank, N.A. The trustee will be responsible for distributing payments to certificateholders and delivering to certificateholders certain reports on the mortgage loans S-9 included in the trust fund and the certificates. See "DESCRIPTION OF THE CERTIFICATES--The Trustee" in this prospectus supplement. THE UNDERWRITERS.............. Wachovia Capital Markets, LLC, Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. Wachovia Capital Markets, LLC is our affiliate and is an affiliate of Wachovia Bank, National Association, which is the master servicer, one of the special servicers and one of the mortgage loan sellers. Wachovia Capital Markets, LLC is acting as lead manager for this offering. Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. are acting as co-managers for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the offered certificates. IMPORTANT DATES AND PERIODS CLOSING DATE.................. On or about November 8, 2004. CUT-OFF DATE.................. November 11, 2004. The cut-off date balance of each mortgage loan included in the trust fund and each cut-off date certificate balance in this prospectus supplement assumes the timely receipt of principal scheduled to be paid (if any) on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan as of the related cut-off date. DISTRIBUTION DATE............. The fourth business day following the related determination date. DETERMINATION DATE............ The 11th day of each month, or if such 11th day is not a business day, the next succeeding business day, commencing in December 2004. COLLECTION PERIOD............. For any distribution date, the period beginning on the 12th day in the immediately preceding month (or the day after the applicable cut-off date in the case of the first collection period) through and including the 11th day of the month in which the distribution date occurs. Notwithstanding the foregoing, in the event that the last day of a collection period is not a business day, any payments with respect to the mortgage loans which relate to such collection period and are received on the business day immediately following such last day will be deemed to have been received during such collection period and not during any other collection period. THE CERTIFICATES OFFERED CERTIFICATES.......... We are offering to you the following 7 classes of certificates of our Commercial Mortgage Pass-Through Certificates, Series 2004-C15 pursuant to this prospectus supplement: S-10 Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C Class D PRIORITY OF DISTRIBUTIONS..... On each distribution date, the owners of the certificates (other than the Class 175WJ certificates and the Class 180ML certificates) will be entitled to distributions of payments or other collections on the mortgage loans (other than the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) that the master servicer collected or advanced during or with respect to the related collection period after deducting certain fees and expenses. For purposes of making certain distributions to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A certificates, the mortgage pool will be deemed to consist of 2 loan groups. o Loan group 1 will consist of (i) all of the mortgage loans that are not secured by multifamily properties and (ii) 6 mortgage loans that are secured by multifamily properties; and o Loan group 2 will consist of (i) 17 mortgage loans that are secured by multifamily properties. Annex A to this prospectus supplement sets forth the loan group designation for each mortgage loan. The trustee will distribute amounts to the extent that the money is available, in the following order of priority, to pay: Interest, concurrently (i) pro rata, on the Class A-1, Class A-2, Class A-3 and Class A-4 certificates from the portion of money available attributable to mortgage loans in loan group 1, (ii) on the Class A-1A certificates from the portion of money available attributable to mortgage loans in loan group 2, and (iii) pro rata, on the Class X-C and Class X-P certificates from any and all money attributable to the mortgage pool; provided, however, if on any distribution date, the money available on such distribution date is insufficient to pay in full the total amount of interest to be paid to any of the classes as described above, money available with respect to the entire mortgage pool will be allocated among all those classes pro rata. S-11 Principal of the Class A-1 certificates, up to the principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A certificates have been made, until their certificate balance is reduced to zero. Principal of the Class A-2 certificates, up to the principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A certificates have been made, until their certificate balance is reduced to zero. Principal of the Class A-3 certificates, up to the principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A certificates have been made, until their certificate balance is reduced to zero. Principal of the Class A-4 certificates, up to the principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A certificates have been made, until their certificate balance is reduced to zero. Principal of the Class A-1A certificates, up to the principal distribution amount relating to loan group 2 and, after the Class A-4 certificate balance has been reduced to zero, the principal distribution amount relating to loan group 1 remaining after payments to the Class A-4 certificates have been made, until their certificate balance is reduced to zero. S-12 Reimbursement to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A certificates, pro rata, for any realized loss and trust fund expenses borne by such classes. Interest on the Class B certificates. Principal of the Class B certificates, up to the principal distribution amount, until their certificate balance is reduced to zero. Reimbursement to the Class B certificates for any realized losses and trust fund expenses borne by such class. Interest on the Class C certificates. Principal of the Class C certificates, up to the principal distribution amount, until their certificate balance is reduced to zero. Reimbursement to the Class C certificates for any realized losses and trust fund expenses borne by such class. Interest on the Class D certificates. Principal of the Class D certificates, up to the principal distribution amount, until their certificate balance is reduced to zero. Reimbursement to the Class D certificates for any realized losses and trust fund expenses borne by such class. If, on any distribution date, the certificate balances of the Class B through Class P certificates have been reduced to zero, but any two or more of the Class A-1, Class A-2, S-13 Class A-3, Class A-4 and Class A-1A certificates remain outstanding, distributions of principal and interest will be made, pro rata, to the outstanding Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A certificates. See "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement. On each distribution date amounts available in respect of the 175 West Jackson subordinate companion loan (net of administrative costs and fees) will be distributed in respect of the principal of, and interest on, the Class 175WJ certificates. The 175 West Jackson subordinate companion loan will support only the Class 175WJ certificates and amounts allocated to such loan will not be part of funds available for distributions to holders of the other certificates. On each distribution date amounts available in respect of the 180 Maiden Lane subordinate companion loan included in the trust fund (net of administrative costs and fees) will be distributed in respect of the principal of, and interest on, the Class 180ML certificates. The 180 Maiden Lane subordinate companion loan included in the trust fund will support only the Class 180ML certificates and amounts allocated to such loan will not be part of funds available for distributions to holders of the other certificates. No other companion loans will be part of the trust fund, and amounts received with respect to such companion loans will not be available for distributions to holders of any certificates. INTEREST...................... On each distribution date, each class of certificates (other than the Class Z, Class R-I and Class R-II certificates) will be entitled to receive: o for each such class of certificates, one month's interest at the applicable pass-through rate accrued during the calendar month prior to the related distribution date, on the certificate balance or notional amount, as applicable, of such class of certificates immediately prior to such distribution date; o plus any interest that such class of certificates was entitled to receive on all prior distribution dates to the extent not received; o minus (other than in the case of the Class X-C and Class X-P certificates) such class' share of any shortfalls in interest collections due to prepayments on mortgage loans included in the trust fund (or in the case of the Class 175WJ certificates, the 175 West Jackson subordinate companion loan and in the case of the Class 180ML certificates, the 180 Maiden Lane subordinate companion loan included in the trust fund) that are not offset by certain payments made by the master servicer; and S-14 o minus (other than in the case of the Class X-C and Class X-P certificates) such class' allocable share of any reduction in interest accrued on any mortgage loan (or in the case of the Class 175WJ certificates, the 175 West Jackson subordinate companion loan and in the case of the Class 180ML certificates, the 180 Maiden Lane subordinate companion loan included in the trust fund) as a result of a modification that reduces the related mortgage rate and allows the reduction in accrued interest to be added to the stated principal balance of the mortgage loan. As reflected in the chart under "--Priority of Distributions" above, 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-3, Class A-4, Class A-1A, Class X-C and Class X-P certificates, interest distributions on the Class A-1, Class A-2, Class A-3 and Class A-4 certificates 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. See "DESCRIPTION OF THE CERTIFICATES-- Certificate Balances and Notional Amounts" and "-- Distributions" in this prospectus supplement. The Class X-C and Class X-P certificates will be entitled to distributions of interest-only on their respective notional amounts. On each distribution date, the notional amount of the Class X-C certificates will generally be equal to the aggregate outstanding certificate balances of the sequential pay certificates on such date. The notional amount of the Class X-P certificates generally will equal: (i) until the distribution date in May 2005, the sum of (a) the lesser of $54,769,000 and the certificate balance of the Class A-1 certificates, (b) the lesser of $160,539,000 and the certificate balance of the Class A-1A certificates and (c) the aggregate certificate balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates; (ii) after the distribution date in May 2005, through and including the distribution date in November 2005, the sum of (a) the lesser of $51,760,000 and the certificate balance of the Class A-1 certificates, (b) the lesser of $160,295,000 and the certificate balance of the Class A-1A certificates and (c) the aggregate certificate balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates; S-15 (iii) after the distribution date in November 2005, through and including the distribution date in May 2006, the sum of (a) the lesser of $32,008,000 and the certificate balance of the Class A-1 certificates, (b) the lesser of $157,253,000 and the certificate balance of the Class A-1A certificates and (c) the aggregate certificate balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates; (iv) after the distribution date in May 2006, through and including the distribution date in November 2006, the sum of (a) the lesser of $9,398,000 and the certificate balance of the Class A-1 certificates, (b) the lesser of $153,732,000 and the certificate balance of the Class A-1A certificates and (c) the aggregate certificate balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates; (v) after the distribution date in November 2006, through and including the distribution date in May 2007, the sum of (a) the lesser of $149,453,000 and the certificate balance of the Class A-2 certificates, (b) the lesser of $150,208,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates and (d) the lesser of $6,645,000 and the certificate balance of the Class J certificates; (vi) after the distribution date in May 2007, through and including the distribution date in November 2007, the sum of (a) the lesser of $127,189,000 and the certificate balance of the Class A-2 certificates, (b) the lesser of $146,788,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G certificates and (d) the lesser of $11,370,000 and the certificate balance of the Class H certificates; (vii) after the distribution date in November 2007, through and including the distribution date in May 2008, the sum of (a) the lesser of $104,854,000 and the certificate balance of the Class A-2 certificates, (b) the lesser of $137,436,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G certificates and (d) the lesser of $551,000 and the certificate balance of the Class H certificates; S-16 (viii) after the distribution date in May 2008, through and including the distribution date in November 2008, the sum of (a) the lesser of $83,156,000 and the certificate balance of the Class A-2 certificates, (b) the lesser of $134,165,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E and Class F certificates and (d) the lesser of $3,148,000 and the certificate balance of the Class G certificates; (ix) after the distribution date in November 2008, through and including the distribution date in May 2009, the sum of (a) the lesser of $61,990,000 and the certificate balance of the Class A-2 certificates, (b) the lesser of $131,076,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-3, Class A-4, Class B, Class C, Class D and Class E certificates and (d) the lesser of $7,618,000 and the certificate balance of the Class F certificates; (x) after the distribution date in May 2009, through and including the distribution date in November 2009, the sum of (a) the lesser of $53,276,000 and the certificate balance of the Class A-3 certificates, (b) the lesser of $75,895,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-4, Class B, Class C and Class D certificates and (d) the lesser of $9,647,000 and the certificate balance of the Class E certificates; (xi) after the distribution date in November 2009, through and including the distribution date in May 2010, the sum of (a) the lesser of $35,638,000 and the certificate balance of the Class A-3 certificates, (b) the lesser of $74,076,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-4, Class B, Class C and Class D certificates and (d) the lesser of $2,114,000 and the certificate balance of the Class E certificates; (xii) after the distribution date in May 2010, through and including the distribution date in November 2010, the sum of (a) the lesser of $12,699,000 and the certificate balance of the Class A-3 certificates, (b) the lesser of $72,319,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class A-4, Class B and Class C certificates and (d) the lesser of $16,783,000 and the certificate balance of the Class D certificates; (xiii) after the distribution date in November 2010, through and including the distribution date in May 2011, the S-17 sum of (a) the lesser of $460,147,000 and the certificate balance of the Class A-4 certificates, (b) the lesser of $70,660,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class B and Class C certificates and (d) the lesser of $10,107,000 and the certificate balance of the Class D certificates; (xiv) after the distribution date in May 2011, through and including the distribution date in November 2011, the sum of (a) the lesser of $401,160,000 and the certificate balance of the Class A-4 certificates, (b) the lesser of $69,056,000 and the certificate balance of the Class A-1A certificates, (c) the aggregate certificate balances of the Class B and C certificates and (d) the lesser of $3,823,000 and the certificate balance of the Class D certificates; and (xv) after the distribution date in November 2011, $0. The initial notional amount of the Class X-P certificates will be $1,122,660,000. The Class X-C and Class X-P certificates will accrue interest at a rate as described under "--Pass-Through Rates" below. The certificates (other than the Class Z, Class R-I and Class R-II certificates) will accrue interest on the basis of a 360-day year consisting of twelve 30-day months. The interest accrual period with respect to any distribution date and any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is the calendar month preceding the month in which such distribution date occurs. As reflected in the chart under "--Priority of Distributions" beginning on page S-11 above, on each distribution date, the trustee will distribute interest to the holders of the offered certificates and the Class X-C and Class X-P certificates: o first, pro rata, to the Class X-C certificates, Class X-P certificates, Class A-1 certificates, Class A-2 certificates, Class A-3 certificates, Class A-4 certificates and Class A-1A certificates as described above under "Priority of Distributions", and then to each other class of offered certificates in alphabetical order; and o only to the extent funds remain after the trustee makes all distributions of interest and principal required to be made on such date to each class of certificates with a higher priority of distribution. You may, in certain circumstances, also receive distributions of prepayment premiums and yield maintenance charges collected on the mortgage loans included in the trust fund. Such distributions are in addition to the distributions of S-18 principal and interest described above. See "DESCRIPTION OF THE CERTIFICATES-- Distributions" in this prospectus supplement. PASS-THROUGH RATES............ The pass-through rate for each class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) on each distribution date is set forth above under "OVERVIEW OF THE CERTIFICATES" in this prospectus supplement. The pass-through rate applicable to the Class X-C certificates for the initial distribution date will equal approximately % per annum. The pass-through rate applicable to the Class X-C certificates for each distribution date will, in general, equal the weighted average of the respective Class X-C strip rates at which interest accrues from time to time on the respective Class X-C components prior to such distribution date (weighted on the basis of the respective component balances of those Class X-C components outstanding immediately prior to such distribution date). Each Class X-C component will be comprised of all or a designated portion of the certificate balance of one of the classes of sequential pay certificates. In general, the certificate balance of each class of sequential pay certificates will constitute a separate Class X-C component. However, if a portion, but not all, of the certificate balance of any particular class of sequential pay certificates is identified under "--Interest" above as being part of the notional amount of the Class X-P certificates immediately prior to any distribution date, then the identified portion of the certificate balance will also represent one or more Class X-C components for purposes of calculating the pass-through rate of the Class X-C certificates, and the remaining portion of the certificate balance will represent one or more other Class X-C components for purposes of calculating the pass-through rate of the Class X-C certificates. For each distribution date through and including the distribution date in November 2011, the Class X-C strip rate for each Class X-C component will be calculated as follows: (i) if such Class X-C component consists of the entire certificate balance of any class of sequential pay certificates, and if the certificate balance does not, in whole or in part, also constitute a Class X-P component immediately prior to the distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates; (ii) if such Class X-C component consists of a designated portion (but not all) of the certificate balance of any S-19 class of sequential pay certificates, and if the designated portion of the certificate balance does not also constitute a Class X-P component immediately prior to the distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates; (iii) if such Class X-C component consists of a designated portion (but not all) of the certificate balance of any class of sequential pay certificates, and if the designated portion of the certificate balance also constitutes a Class X-P component immediately prior to the distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the sum of (i) the Class X-P strip rate for the applicable Class X-P component, and (ii) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates; and (iv) if such Class X-C component consists of the entire certificate balance of any class of sequential pay certificates, and if the certificate balance also constitutes, in its entirety, a Class X-P component immediately prior to such distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the sum of (i) the Class X-P strip rate for the applicable Class X-P component, and (ii) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates. For each distribution date after the distribution date in November 2011, the certificate balance of each class of sequential pay certificates will constitute one or more separate Class X-C components, and the applicable Class X-C strip rate with respect to each such Class X-C component for each distribution date will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the pass-through rate in effect for the distribution date for the class of sequential pay certificates. The pass-through rate applicable to the Class X-P certificates for the initial distribution date will equal approximately % per annum. The pass-through rate applicable to the Class X-P certificates for each subsequent distribution date will equal the weighted average of the respective Class X-P strip rates, at which interest accrues from time to time on the respective components prior to such distribution date (weighted on the basis of the balances of those Class X-P components outstanding S-20 immediately prior to the distribution date). Each Class X-P component will be comprised of all or a designated portion of the certificate balance of a specified class of sequential pay certificates. If all or a designated portion of the certificate balance of any class of sequential pay certificates is identified under "--Interest" above as being part of the 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 separate Class X-P components for purposes of calculating the pass-through rate of the Class X-P certificates. For each distribution date through and including the distribution date in November 2011, the Class X-P strip rate for each Class X-P component will equal (a) the lesser of (1) the weighted average net mortgage rate for such distribution date, and (2) the reference rate specified on Annex C of this prospectus supplement for such distribution date minus 0.03% per annum, minus (b) the pass-through rate for such component (but in no event will any Class X-P strip rate be less than zero). After the distribution date in November 2011, the Class X-P certificates will cease to accrue interest and will have a 0% pass-through rate. The weighted average net mortgage rate for each distribution date is the weighted average of the net mortgage rates for the mortgage loans (excluding the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) included in the trust fund as of the beginning of the related collection period, weighted on the basis of their respective stated principal balances immediately following the preceding distribution date; provided that, for the purpose of determining the weighted average net mortgage rate only, if the mortgage rate for any mortgage loan included in the trust fund has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the special servicer, the weighted average net mortgage rate for such mortgage loan will be calculated without regard to such event. The net mortgage rate for each mortgage loan included in the trust fund will generally equal: o the mortgage interest rate in effect for such mortgage loan as of the closing date; minus o the applicable administrative cost rate, as described in this prospectus supplement. For the purpose of calculating the weighted average net mortgage rate, the mortgage rate of each mortgage loan will be deemed adjusted as described under "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. S-21 The stated principal balance of each mortgage loan included in the trust fund will generally equal the balance of that mortgage loan as of the cut-off date, reduced as of any date of determination (to not less than zero) by: o the portion of the principal distribution amount for the related distribution date that is attributable to such mortgage loan; and o the principal portion of any realized loss incurred in respect of such mortgage loan during the related collection period. The stated principal balance of any mortgage loan as to which the mortgage rate is reduced through a modification may be increased in certain circumstances by the amount of the resulting interest reduction. See "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. PRINCIPAL DISTRIBUTIONS....... On the closing date, each class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) will have the certificate balance set forth above under "OVERVIEW OF THE CERTIFICATES". The certificate balance for each class of certificates entitled to receive principal may be reduced by: o distributions of principal; and o allocations of realized losses and trust fund expenses. The certificate balance or notional amount of a class of certificates may be increased in certain circumstances by the allocation of any increase in the stated principal balance of any mortgage loan resulting from the reduction of the related mortgage rate through modification. See "DESCRIPTION OF THE CERTIFICATES-- Certificate Balances and Notional Amounts" in this prospectus supplement. The Class X-C and Class X-P certificates do not have principal balances and will not receive distributions of principal. As reflected in the chart under "--Priority of Distributions" above: o generally, the Class A-1, Class A-2, Class A-3 and Class A-4 certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 until the certificate 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-4 certificates has been reduced to zero; S-22 o principal is distributed to each class of certificates entitled to receive distributions of principal in alphabetical and, if applicable, numerical designation; o principal is only distributed on a class of certificates to the extent funds remain after the trustee makes all distributions of principal and interest on each class of certificates with an earlier alphabetical and, if applicable, numerical designation; o generally, no class of certificates is entitled to distributions of principal until the certificate balance of each class of certificates with an earlier alphabetical and, if applicable, numerical designation has been reduced to zero; and o in no event will holders of the Class B, Class C and Class D certificates or classes of non-offered certificates (other than the Class A-1A certificates) be entitled to receive any payments of principal until the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A certificates have all been reduced to zero. The amount of principal to be distributed for each distribution date generally will be an amount equal to: o the scheduled principal payments (other than balloon payments) due on the mortgage loans included in the trust fund during the related collection period whether or not such scheduled payments are actually received; o balloon payments actually received with respect to mortgage loans included in the trust fund during the related collection period; o prepayments received with respect to the mortgage loans included in the trust fund during the related collection period; and o all liquidation proceeds, insurance proceeds, condemnation awards and repurchase and substitution amounts received during the related collection period that are allocable to principal. For purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A certificates, the principal distribution amount for each loan group on any distribution date will be equal to the sum of the collections specified above but only to the extent such amounts relate to the mortgage loans comprising the specified loan group. However, if the master servicer or the trustee reimburses itself out of general collections on the mortgage pool for any advance that it or the special servicer has determined is not recoverable out of collections on the related mortgage loan (including with respect to the 175 West Jackson subordinate S-23 companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) and certain advances that are determined not to be reimbursed currently in connection with the work-out of a mortgage loan, then such advances (together with accrued interest thereon) will be deemed, to the fullest extent permitted pursuant to the terms of the pooling and servicing agreement, to be reimbursed first out of payments and other collections of principal otherwise distributable on the principal balance certificates (other than the Class 175WJ certificates and the Class 180ML certificates), prior to, in the case of nonrecoverable advances only, being deemed reimbursed out of payments and other collections of interest otherwise distributable on the offered certificates. SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES... Credit support for any class of certificates (other than the Class Z, Class R-I, Class R-II, Class 175WJ and Class 180ML certificates) is provided by the subordination of payments and allocation of any losses to such classes of certificates which have a later alphabetical Class designation (other than the Class X-C and Class X-P certificates) and, solely with respect to the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan, the Class 175WJ certificates and the Class 180ML certificates, respectively. The certificate balance of a class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) will be reduced on each distribution date by any losses on the mortgage loans that have been realized and certain additional trust fund expenses actually allocated to such class of certificates on such distribution date. Losses on the mortgage loans that have been realized and additional trust fund expenses will be allocated without regard to loan group and will first be allocated to the certificates (other than the Class A-1A, Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates and, except with respect to losses and/or additional trust fund expenses on the 175 West Jackson subordinate companion loan or the 180 Maiden Lane subordinate companion loan included in the trust fund, as applicable, the Class 175WJ and Class 180ML certificates) that are not offered by this prospectus supplement and then to the offered certificates and the Class A-1A certificates in reverse alphabetical order as indicated on the following table; provided, that losses and additional trust fund expenses on the mortgage loans in the trust fund (other than mortgage loan losses and trust fund expenses with respect to the 175 West Jackson whole loan) will not be allocated to the Class 175WJ certificates and that losses and additional trust fund expenses on the mortgage loans in the trust fund (other than mortgage loan losses and trust fund expenses with respect to the 180 Maiden Lane whole loan) will not be allocated to the Class 180ML certificates. S-24 ORDER OF PERCENTAGE APPLICATION ORIGINAL OF CUT-OFF OF LOSSES CERTIFICATE DATE POOL AND CLASS DESIGNATION BALANCE BALANCE EXPENSES - ---------------------------------- --------------- ------------ ------------ Class A-1 ...................... $ 57,169,000 4.934% 5 Class A-2 ...................... $162,905,000 14.061% 5 Class A-3 ...................... $144,241,000 12.450% 5 Class A-4 ...................... $468,420,000 40.431% 5 Class A-1A ..................... $160,747,000 13.874% 5 Class B ........................ $ 33,309,000 2.875% 4 Class C ........................ $ 14,482,000 1.250% 3 Class D ........................ $ 21,723,000 1.875% 2 Other non-offered certificates (excluding the Class X-C, Class X-P, Class 175WJ(1) and Class 180ML(1) certificates) ... $ 95,583,899 8.250% 1 ---------- (1) The Class 175WJ and Class 180ML certificates have been excluded for purposes of the table; mortgage loan losses and additional trust fund expenses on the mortgage loans will not be allocated to the Class 175WJ certificates and the Class 180ML certificates other than losses and trust fund expenses with respect to the related whole loan. Any losses realized on the mortgage loans included in the trust fund or additional trust fund expenses allocated in reduction of the certificate balance of any class of sequential pay certificates will result in a corresponding reduction in the notional amount of the Class X-C certificates and, with respect to the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates and portions of the Class A-1 and Class A-1A certificates, a corresponding reduction in the notional amount of the Class X-P certificates. Any losses and expenses that are associated with each co-lender loan will be allocated in accordance with the related intercreditor agreement. Specifically, any losses and expenses that are associated with each of the mortgage loans secured by the 175 West Jackson mortgaged property will be allocated in accordance with the terms of the related intercreditor agreement: first, to the 175 West Jackson subordinate companion loan (and therefore to the Class 175WJ certificates); and second, pro rata between the related mortgage loan (and therefore to the certificates other than the Class 175WJ, Class 180ML, Class X-C, Class X-P, Class Z, Class R-I and Class R-II Certificates) and the related pari passu companion loan. Any losses and expenses that are associated with each of the mortgage loans secured by the 180 Maiden Lane mortgaged property will be allocated in accordance with the terms of the related intercreditor agreement: first, to the most subordinate companion loan secured by the related mortgaged property; second, to the 180 Maiden Lane subordinate companion loan included in the trust fund (and therefore to the Class 180ML certificates); and third, pro rata between the related mortgage loan (and therefore to the certificates other than the Class 175WJ, Class 180ML, Class X-C, Class X-P, Class Z, Class R-I and Class S-25 R-II Certificates) and the related pari passu companion loan. The portions of those losses and expenses that are allocated to the mortgage loans that are included in the trust fund will be allocated among the Series 2004-C15 certificates in the manner described above. See "DESCRIPTION OF THE CERTIFICATES-- Subordination; Allocation of Losses and Certain Expenses" in this prospectus supplement. PREPAYMENT PREMIUMS; YIELD MAINTENANCE CHARGES.......... On each distribution date, any prepayment premium or yield maintenance charge actually collected during the related collection period on a mortgage loan included in the trust fund (other than the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) will be distributed to the holders of each class of offered certificates and the Class A-1A, Class E, Class F, Class G and Class H certificates then entitled to distributions as follows: The holders of each class of offered certificates and the Class A-1A, Class E, Class F, Class G and Class H certificates then entitled to distributions of principal with respect to the related loan group on such distribution date will generally be entitled to a portion of prepayment premiums or yield maintenance charges equal to the product of: o the amount of such prepayment premiums or yield maintenance charges; o a fraction (in no event greater than one), the numerator of which is equal to the excess, if any, of the pass-through rate of such class of certificates over the relevant discount rate, and the denominator of which is equal to the excess, if any, of the mortgage interest rate of the prepaid mortgage loan over the relevant discount rate; and o a fraction, the numerator of which is equal to the amount of principal distributable on such class of certificates on such distribution date, and the denominator of which is the principal distribution amount for such distribution date. If there is more than one class of certificates entitled to distributions of principal with respect to the related loan group on any particular distribution date on which a prepayment premium or yield maintenance charge is distributable, the aggregate amount of such prepayment premium or yield maintenance charge will be allocated among all such classes up to, and on a pro rata basis in accordance with, the foregoing entitlements. S-26 The portion, if any, of the prepayment premiums or yield maintenance charges remaining after any payments described above will be distributed to the holders of the Class X-C certificates. The "discount rate" applicable to any class of offered certificates and the Class A-1A, Class E, Class F, Class G and Class H certificates will equal the yield (when compounded monthly) on the US Treasury issue with a maturity date closest to the maturity date for the prepaid mortgage loan or mortgage loan for which title to the related mortgaged property was acquired by the trust. o In the event that there are two or more such US Treasury issues with the same coupon, the issue with the lowest yield will be utilized; and o In the event that there are two or more such US Treasury issues with maturity dates equally close to the maturity date for the prepaid mortgage loan, the issue with the earliest maturity date will be utilized. EXAMPLES OF ALLOCATION OF PREPAYMENT PREMIUMS OR YIELD MAINTENANCE CHARGES Mortgage interest rate ......................... 8% Pass-through rate for applicable class ......... 6% Discount rate .................................. 5% ALLOCATION PERCENTAGE FOR ALLOCATION PERCENTAGE APPLICABLE CLASS FOR CLASS X-C - ------------------ ---------------------- 6% - 5% 100% - 33 1/3% = 66 2/3% ---------- = 33 1/3% 8% - 5% Any prepayment premium or yield maintenance charge actually collected during the related collection period on the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund will be distributed to the Class 175WJ and the Class 180ML certificates, as applicable, subject to the priorities set forth in the related intercreditor agreement. See "DESCRIPTION OF THE CERTIFICATES-- Distributions--Allocation of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. ALLOCATION OF ADDITIONAL INTEREST........... On each distribution date, any additional interest collected in respect of a mortgage loan in the trust fund with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates. In each case, such interest will not be available to provide credit support for other classes of certificates or offset any interest shortfalls. ADVANCING...................... The master servicer is required to advance delinquent scheduled payments of principal and interest with respect to any mortgage loan included in the trust fund (other than the 175 S-27 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan) unless the master servicer or the special servicer determines that such advance would not be recoverable from proceeds of the related mortgage loan. With respect to the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund, the master servicer will be required to advance delinquent scheduled payments of interest (but not principal) unless the master servicer or the special servicer determines that such advance would not be recoverable from proceeds of the related whole loan. The master servicer will not be required to advance balloon payments due at maturity in excess of regular periodic payments, interest in excess of the mortgage loan's regular interest rate or prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that such advance would not be recoverable from proceeds of the related mortgage loan (including the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund). See "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement. These cash advances are only intended to maintain a regular flow of scheduled principal and interest payments on the certificates and are not intended to guarantee or insure against losses. In other words, the advances are intended to provide liquidity (rather than credit enhancement) to certificateholders. To the extent described in this prospectus supplement, the trust fund will pay interest to the master servicer or the trustee, as the case may be, on the amount of any principal and interest cash advance calculated at the prime rate (provided that no principal and/or interest cash advance shall accrue interest until after the expiration of any applicable grace or cure period for the related scheduled payment) and will reimburse the master servicer or the trustee for any principal and interest cash advances that are later determined to be not recoverable. Neither the master servicer nor the trustee will be required to make an advance with respect to any companion loan (except interest advances on the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund). See "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement. S-28 OPTIONAL TERMINATION OF THE TRUST FUND.................. The trust fund may be terminated when the aggregate principal balance of the mortgage loans included in the trust fund (including the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) is less than 1.0% of the aggregate principal balance of the pool of mortgage loans included in the trust fund (including the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) as of the cut-off date. See "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement and in the accompanying prospectus. The trust fund may also be terminated when the Class A-1, Class A-2, Class A-3, Class A-4, Class A-1A, Class B, Class C and Class D certificates have been paid in full and all of the remaining certificates, other than the Class 175WJ, Class 180ML, Class Z, Class R-I and Class R-II certificates, are held by a single certificateholder. See "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement. REGISTRATION AND DENOMINATION................ The offered certificates will initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company in the United States, or in Europe through Clearstream Banking societe anonyme or Euroclear Bank S.A./ N.V., as operator of the Euroclear System. You will not receive a definitive certificate representing your interest in the trust fund, except in the limited circumstances described in the accompanying prospectus. See "DESCRIPTION OF THE CERTIFICATES--Book-Entry Registration and Definitive Certificates" in the accompanying prospectus. Beneficial interests in the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D certificates will be offered in minimum denominations of $10,000 actual principal amount and in integral multiples of $1 in excess of those amounts. MATERIAL FEDERAL INCOME TAX CONSEQUENCES................. Two separate real estate mortgage investment conduit elections will be made with respect to most of the trust fund ("REMIC I" and "REMIC II", each, a "REMIC"). The offered certificates will evidence regular interests in a REMIC and generally will be treated as debt instruments of such REMIC. The Class R-I certificates will represent the residual interests in REMIC I, and the Class R-II certificates will represent the residual interests in REMIC II. The Class Z certificateholders' entitlement to any additional interest that has accrued on a mortgage loan that provides for the accrual of such additional interest if the unamortized principal S-29 amount of such mortgage loan is not repaid on the anticipated repayment date set forth in the related mortgage note will be treated as a grantor trust (as described in the related prospectus) for United States federal income tax purposes. The offered certificates will be treated as newly originated debt instruments for federal income tax purposes. You will be required to report income with respect to the offered certificates using the accrual method of accounting, even if you otherwise use the cash method of accounting. It is anticipated that the Class certificates will be treated as having been issued at a premium, that the Class certificates will be treated as having been issued with a de minimis amount of original issue discount, and that the Class certificates will be treated as having been issued with original issue discount for federal income tax reporting purposes. For further information regarding the federal income tax consequences of investing in the offered certificates, see "MATERIAL 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 the accompanying prospectus, the following certificates may be eligible for purchase by persons investing assets of employee benefit plans, individual retirement accounts, or other retirement plans and accounts: Class A-1 Class A-2 Class A-3 Class A-4 Class B Class C Class D This is based on individual prohibited transaction exemptions granted to each of Wachovia Capital Markets, LLC, Goldman, Sachs & Co. and Greenwhich Capital Markets, Inc. by the US Department of Labor. See "ERISA CONSIDERATIONS" in this prospectus supplement and in the accompanying prospectus. LEGAL INVESTMENT.............. The offered certificates will not constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisers for assistance in determining the suitability of and consequences to you of the purchase, S-30 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 they have received the following ratings from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Dominion Bond Rating Service, Inc. EXPECTED RATING CLASS FROM S&P/MOODY'S/DBRS -------------------- ---------------------- Class A-1 ......... AAA/Aaa/AAA Class A-2 ......... AAA/Aaa/AAA Class A-3 ......... AAA/Aaa/AAA Class A-4 ......... AAA/Aaa/AAA Class B ........... AA/Aa2/AA Class C ........... AA-/Aa3/AA (low) Class D ........... A/A2/A The ratings on the offered certificates address the likelihood of timely receipt of interest and ultimate receipt of principal by the rated final distribution date by the holders of offered certificates. They do not address the likely actual rate of prepayments. Such rate of prepayments, if different than originally anticipated, could adversely affect the yield realized by holders of the offered certificates. In addition, ratings adjustments may result from a change in the financial position of the trustee as back-up liquidity provider. See "RATINGS" in this prospectus supplement and in the accompanying prospectus for a discussion of the basis upon which ratings are given, the limitations and restrictions on the ratings, and conclusions that should not be drawn from a rating. THE MORTGAGE LOANS GENERAL....................... It is expected that the mortgage loans to be included in the trust fund will have the following approximate characteristics as of the cut-off date. All information presented herein (including cut-off date balance per square foot/pad/unit, loan-to-value ratios and debt service coverage ratios) with respect to the 11 mortgage loans with subordinate companion loans is calculated without regard to the related subordinate companion loans. Unless otherwise specified, the calculations of loan balance per square foot, loan-to-value ratios and debt service coverage ratios were based on the aggregate indebtedness of these mortgage loans and the related pari passu companion loans, if any (but not any subordinate companion loan). Although the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan S-31 included in the trust fund will be part of the trust fund, for purposes of the information contained in this prospectus supplement (including the appendices), unless otherwise indicated, the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund are not reflected in this prospectus supplement, and the term "mortgage loan" does not include any companion loan for such purposes. The 175 West Jackson subordinate companion loan supports only the Class 175WJ certificates, which are not being offered pursuant to this prospectus supplement, and the 180 Maiden Lane subordinate companion loan included in the trust fund supports only the Class 180ML certificates, which are not being offered pursuant to this prospectus supplement. For purposes of the presentation of numbers and statistical information set forth in this prospectus supplement, unless otherwise noted, all numbers and statistical information regarding the mortgage loans exclude the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund. In addition, all percentages of the mortgage loans, or any specified group of mortgage loans, referred to in this prospectus supplement are approximate percentages. The totals in the following tables may not add up to 100% due to rounding. ALL MORTGAGE LOAN LOAN LOANS GROUP 1 GROUP 2 ------------------- ----------------- ----------------- Number of mortgage loans .................. 88 71 17 Number of crossed loan pools .............. 4 4 0 Number of mortgaged properties ............ 114 97 17 Aggregate balance of all mortgage loans ................................... $ 1,158,579,900 $ 997,832,617 $ 160,747,283 Number of mortgage loans with balloon payments(1) ............................. 65 51 14 Aggregate balance of mortgage loans with balloon payments(1) ................ $ 843,075,005 $ 741,397,722 $ 101,677,283 Number of mortgage loans with anticipated repayment dates(2) .......... 17 15 2 Aggregate balance of mortgage loans with anticipated repayment dates(2) ..... $ 109,296,963 $ 101,376,963 $ 7,920,000 Number of fully amortizing mortgage loans ................................... 1 1 0 Aggregate balance of fully amortizing mortgage loans .......................... $ 3,186,932 $ 3,186,932 $ 0 Number of non-amortizing mortgage loans ................................... 5 4 1 Aggregate balance of non-amortizing mortgage loans .......................... $ 203,021,000 $ 151,871,000 $ 51,150,000 Average mortgage loan balance ............. $ 13,165,681 $ 14,053,981 $ 9,455,723 Minimum mortgage loan balance ............. $ 1,148,996 $ 1,148,996 $ 2,000,000 Maximum mortgage loan balance ............. $ 112,500,000 $ 112,500,000 $ 51,150,000 Maximum balance for a group of cross-collateralized and cross-defaulted loans(3) ................ $ 42,184,000 $ 42,184,000 $ 0 Weighted average cut-off date loan-to-value ratio ..................... 69.5% 68.6% 74.9% Minimum cut-off date loan-to-value ratio ................................... 44.3% 44.3% 64.6% Maximum cut-off date loan-to-value ratio ................................... 81.4% 81.4% 80.0% S-32 ALL MORTGAGE LOAN LOAN LOANS GROUP 1 GROUP 2 ------------------- ------------------- ---------------- Weighted average loan-to-value ratio at stated maturity or anticipated repayment date ........................ 61.2% 60.0% 68.5% Weighted average underwritten debt service coverage ratio(4) ............. 1.56x 1.58x 1.43x Minimum underwritten debt service coverage ratio ........................ 1.20x 1.20x 1.21x Maximum underwritten debt service coverage ratio ........................ 2.61x 2.61x 1.70x Weighted average mortgage interest rate .................................. 5.648% 5.684% 5.423% Minimum mortgage interest rate .......... 5.000% 5.000% 5.030% Maximum mortgage interest rate .......... 6.670% 6.670% 6.500% Weighted average remaining term to maturity or anticipated repayment date (months) ......................... 104 106 93 Minimum remaining term to maturity or anticipated repayment date (months).... 56 57 56 Maximum remaining term to maturity or anticipated repayment date (months) .............................. 238 238 177 Weighted average occupancy rate(5) ...... 94.7% 95.0% 93.3% ---------- (1) Does not include mortgage loans with anticipated repayment dates or mortgage loans that are interest-only for their entire term. (2) Not including mortgage loans that are interest-only for their entire term. (3) Consists of a group of 4 individual mortgage loans (loan numbers 7, 46, 53 and 87). (4) For purposes of determining the debt service coverage ratio of 3 mortgage loans (loan numbers 19, 62 and 70) such ratios were reduced by taking into account amounts available in certain cash reserves or under a letter of credit securing such mortgage loan. (5) Excludes 2 mortgage loans secured by hospitality properties, representing 2.2% of the mortgage pool (2.5% of loan group 1). SECURITY FOR THE MORTGAGE LOANS IN THE TRUST FUND............ Generally, all of the mortgage loans included in the trust fund are non-recourse obligations of the related borrowers. o No mortgage loan included in the trust fund is insured or guaranteed by any government agency or private insurer. o All of the mortgage loans included in the trust fund are secured by first lien fee mortgages or leasehold mortgages on commercial properties, multifamily properties or mobile home properties. S-33 PROPERTY TYPES................ The following table describes the mortgaged properties securing the mortgage loans expected to be included in the trust fund as of the cut-off date: MORTGAGED PROPERTIES BY PROPERTY TYPE(1) PERCENTAGE OF PERCENTAGE OF NUMBER OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE MORTGAGED CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE BALANCE BALANCE - ------------------------------------- ------------ ----------------- --------------- --------------- -------------- Office ............................ 23 $ 545,524,621 47.1% 54.7% 0.0% Retail ............................ 34 327,289,689 28.2 32.8 0.0 Retail--Anchored ................ 26 293,010,386 25.3 29.4 0.0 Retail--Shadow Anchored(2) ...... 4 21,189,732 1.8 2.1 0.0 Retail--Unanchored .............. 4 13,089,571 1.1 1.3 0.0 Multifamily ....................... 23 199,662,566 17.2 3.9 100.0 Mobile Home Park .................. 24 41,474,598 3.6 4.2 0.0 Hospitality ....................... 2 25,241,729 2.2 2.5 0.0 Industrial ........................ 6 16,988,792 1.5 1.7 0.0 Land(3) ........................... 2 2,397,905 0.2 0.2 0.0 -- -------------- ----- ----- ----- TOTAL ........................... 114 $1,158,579,900 100.0% 100.0% 100.0% === ============== ===== ===== ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) A mortgaged property is considered shadow anchored if it is located in close proximity to an anchored retail property. (3) Specifically, the fee interest in land which the ground tenant has improved and leased as a retail building. The retail building is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower. OFFICE 47.1% LAND 0.2% INDUSTRIAL 1.5% HOSPITALITY 2.2% MOBILE HOME PARK 3.6% MULTIFAMILY 17.2% RETAIL 28.2% S-34 GEOGRAPHIC CONCENTRATIONS..... The mortgaged properties are located throughout 28 states and the District of Columbia. The following table describes the number and percentage of mortgaged properties in states which have concentrations of mortgaged properties above 5.0%: MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE POOL BALANCE - ----------------------- ------------ ---------------- -------------- NJ .................. 11 $ 159,109,106 13.7% IL .................. 3 122,095,161 10.5 CA .................. 9 117,761,668 10.2 Northern(2) ....... 5 76,600,000 6.6 Southern(2) ....... 4 41,161,668 3.6 NY .................. 2 111,000,000 9.6 SC .................. 2 102,557,683 8.9 FL .................. 12 72,875,221 6.3 AZ .................. 2 58,350,000 5.0 Other ............... 73 414,831,061 35.8 -- -------------- ----- TOTAL ............. 114 $1,158,579,900 100.0% === ============== ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California. LOAN GROUP 1 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE GROUP 1 BALANCE - ------------------- ------------ -------------- ---------------- NJ .............. 11 $159,109,106 15.9% IL .............. 3 122,095,161 12.2 NY .............. 2 111,000,000 11.1 CA .............. 8 104,261,668 10.4 Northern(2) ... 5 76,600,000 7.7 Southern(2) ... 3 27,661,668 2.8 SC .............. 2 102,557,683 10.3 FL .............. 10 55,996,297 5.6 Other ........... 61 342,812,702 34.4 -- ------------ ----- TOTAL ......... 97 $997,832,617 100.0% == ============ ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties S-35 located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California. LOAN GROUP 2 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 2 STATE PROPERTIES BALANCE BALANCE - ----------------------- ------------ -------------- -------------- AZ .................. 2 $ 58,350,000 36.3% FL .................. 2 16,878,925 10.5 CA .................. 1 13,500,000 8.4 Southern(2) ....... 1 13,500,000 8.4 GA .................. 1 12,700,000 7.9 OK .................. 1 12,500,000 7.8 TN .................. 1 12,240,000 7.6 PA .................. 2 8,588,237 5.3 Other ............... 7 25,990,121 16.2 -- ------------ ----- TOTAL ............. 17 $160,747,283 100.0% == ============ ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California. PAYMENT TERMS................. All of the mortgage loans included in the trust fund accrue interest at a fixed rate, other than mortgage loans providing for an anticipated repayment date, which provide for an increase of fixed interest after a certain date. o Payments on the mortgage loans included in the trust fund are due on the 11th day of the month. No mortgage loan has a grace period that extends payment beyond the 21st day of each calendar month. o As of the cut-off date, 86 of the mortgage loans, representing 91.0% of the mortgage pool (70 mortgage loans in group 1 or 90.0% and 16 mortgage loans in group 2 or 97.6%), accrue interest on an actual/360 basis and 2 of the mortgage loans, representing 9.0% of the mortgage pool (1 mortgage loan in loan group 1 or 10.0% and 1 mortgage loan in loan group 2 or 2.4%), accrue interest on a 30/360 basis. Thirty-three (33) of the mortgage loans, representing 46.9% of the mortgage pool (25 mortgage loans in loan group 1 or 47.6% and 8 mortgage loans in loan group 2 or 42.3%), have periods during which only interest is due and periods in which principal and interest are due. Five (5) of the mortgage loans, representing 17.5% of the mortgage pool (4 mortgage S-36 loans in loan group 1 or 15.2% and 1 mortgage loan in group 2 or 31.8%), provide that only interest is due until maturity or the anticipated repayment date. The following tables set forth additional characteristics of the mortgage loans that we anticipate to be included in the trust fund as of the cut-off date: RANGE OF CUT-OFF DATE BALANCES PERCENTAGE OF PERCENTAGE OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF CUT-OFF DATE NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 BALANCES ($) OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - -------------------------------- ---------- ----------------- --------------- --------------- -------------- (less than) 2,000,000 ..... 7 $ 10,794,083 0.9% 0.9% 1.2% 2,000,001 -- 3,000,000 ..... 8 20,129,024 1.7 1.8 1.5 3,000,001 -- 4,000,000 ..... 15 51,618,354 4.5 4.1 6.8 4,000,001 -- 5,000,000 ..... 7 31,179,126 2.7 1.4 11.0 5,000,001 -- 6,000,000 ..... 7 38,871,012 3.4 3.3 3.4 6,000,001 -- 7,000,000 ..... 2 13,676,175 1.2 1.4 0.0 7,000,001 -- 8,000,000 ..... 4 29,551,008 2.6 2.2 4.5 8,000,001 -- 9,000,000 ..... 2 16,883,283 1.5 1.7 0.0 9,000,001 -- 10,000,000 ..... 2 19,250,000 1.7 1.9 0.0 10,000,001 -- 15,000,000 ..... 15 190,459,598 16.4 12.7 39.8 15,000,001 -- 20,000,000 ..... 8 140,198,915 12.1 14.1 0.0 20,000,001 -- 25,000,000 ..... 3 64,050,000 5.5 6.4 0.0 25,000,001 -- 30,000,000 ..... 1 26,000,000 2.2 2.6 0.0 30,000,001 -- 35,000,000 ..... 1 30,480,000 2.6 3.1 0.0 45,000,001 -- 50,000,000 ..... 1 46,000,000 4.0 4.6 0.0 50,000,001 -- 55,000,000 ..... 1 51,150,000 4.4 0.0 31.8 70,000,001 -- 75,000,000 ..... 1 72,955,000 6.3 7.3 0.0 80,000,001 -- 112,500,00 ..... 3 305,334,321 26.4 30.6 0.0 -- -------------- ----- ----- ----- TOTAL ...................... 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== RANGE OF MORTGAGE RATES PERCENTAGE OF PERCENTAGE OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF MORTGAGE NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 RATES (%) OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - -------------------------- ---------- ----------------- --------------- --------------- -------------- 5.000 -- 5.249 ......... 11 $ 237,540,550 20.5% 15.8% 49.6% 5.250 -- 5.499 ......... 14 226,272,684 19.5 21.0 10.3 5.500 -- 5.749 ......... 23 219,050,831 18.9 20.1 11.8 5.750 -- 5.999 ......... 22 230,757,402 19.9 20.4 16.8 6.000 -- 6.249 ......... 9 72,012,771 6.2 5.9 8.1 6.250 -- 6.499 ......... 6 142,167,053 12.3 14.2 0.0 6.500 -- 6.670 ......... 3 30,778,608 2.7 2.5 3.4 -- -------------- ----- ----- ----- TOTAL ................ 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== S-37 RANGE OF UNDERWRITTEN DSC RATIOS* PERCENTAGE OF PERCENTAGE OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF UNDERWRITTEN DSCR NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 (x) OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - ---------------------------- ---------- ----------------- --------------- --------------- -------------- 1.20 -- 1.24 ............. 12 $ 112,838,155 9.7% 8.2% 19.6% 1.25 -- 1.29 ............. 15 198,100,522 17.1 18.0 11.5 1.30 -- 1.34 ............. 13 111,950,424 9.7 9.0 13.6 1.35 -- 1.39 ............. 13 120,644,223 10.4 11.7 2.4 1.40 -- 1.44 ............. 5 22,680,929 2.0 1.9 2.6 1.45 -- 1.49 ............. 12 102,236,195 8.8 8.6 10.3 1.50 -- 1.54 ............. 3 16,848,909 1.5 1.7 0.0 1.55 -- 1.59 ............. 2 65,761,158 5.7 1.5 31.8 1.60 -- 1.64 ............. 1 12,721,065 1.1 1.3 0.0 1.65 -- 1.69 ............. 1 10,000,000 0.9 1.0 0.0 1.70 -- 1.74 ............. 4 178,882,729 15.4 16.6 8.1 1.75 -- 1.79 ............. 2 101,726,272 8.8 10.2 0.0 1.80 -- 1.84 ............. 1 2,028,064 0.2 0.2 0.0 1.90 -- 1.94 ............. 1 4,000,000 0.3 0.4 0.0 2.00 -- 2.04 ............. 1 2,290,256 0.2 0.2 0.0 2.10 -- 2.14 ............. 1 2,871,000 0.2 0.3 0.0 2.30 -- 2.61 ............. 1 93,000,000 8.0 9.3 0.0 -- -------------- ----- ----- ----- TOTAL .................... 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== ---------- * For purposes of determining the debt service coverage ratio of 2 mortgage loans (loan numbers 19 and 70), representing 1.7% of the mortgage pool (2.0% of loan group 1), such ratios were reduced by taking into account amounts available in cash reserves. For purposes of determining the debt service coverage ratio of 1 mortgage loan (loan number 62), representing 0.3% of the mortgage pool (2.4% of loan group 2), such ratio was reduced by taking into account amounts available in a letter of credit. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in this prospectus supplement. RANGE OF CUT-OFF DATE LTV RATIOS PERCENTAGE OF PERCENTAGE OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE RANGE OF CUT-OFF NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 DATE LTV RATIOS (%) OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - -------------------------- ---------- ----------------- --------------- --------------- -------------- 44.26 -- 50.00 ......... 2 $ 4,182,207 0.4% 0.4% 0.0% 50.01 -- 55.00 ......... 5 216,971,000 18.7 21.7 0.0 60.01 -- 65.00 ......... 9 136,502,649 11.8 12.4 8.1 65.01 -- 70.00 ......... 14 119,719,851 10.3 12.0 0.0 70.01 -- 75.00 ......... 23 289,524,817 25.0 21.6 46.3 75.01 -- 80.00 ......... 34 318,724,377 27.5 24.6 45.7 80.01 -- 81.42 ......... 1 72,955,000 6.3 7.3 0.0 -- -------------- ----- ----- ----- TOTAL ................ 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== S-38 RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE* RANGE OF REMAINING PERCENTAGE OF PERCENTAGE OF TERMS TO MATURITY OR AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 DATE (MONTHS) OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - ----------------------- ---------- ----------------- --------------- --------------- -------------- 0 -- 60 ............. 8 $ 241,735,164 20.9% 17.2% 43.9% 61 -- 84 ............ 8 88,641,178 7.7 8.5 2.7 85 -- 108 ........... 1 2,028,064 0.2 0.2 0.0 109 -- 120 .......... 68 810,726,561 70.0 73.2 50.0 169 -- 180 .......... 2 12,262,001 1.1 0.7 3.4 229 -- 238 .......... 1 3,186,932 0.3 0.3 0.0 -- -------------- ----- ----- ----- TOTAL ............. 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== ---------- * With respect to the mortgage loans with anticipated repayment dates, the remaining term to maturity was calculated as of the related anticipated repayment date. AMORTIZATION TYPES PERCENTAGE OF PERCENTAGE OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 AMORTIZATION TYPE OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - -------------------------------- ---------- ----------------- --------------- --------------- -------------- Interest-only, Amortizing Balloon(1) ................. 27 $ 490,704,000 42.4% 43.1% 37.4% Amortizing Balloon ........... 38 352,371,005 30.4 31.2 25.8 Interest-only, ARD ........... 4 110,021,000 9.5 5.9 31.8 Interest-only, Balloon ....... 1 93,000,000 8.0 9.3 0.0 Amortizing ARD ............... 11 56,689,186 4.9 5.7 0.0 Interest-only, Amortizing ARD(1) ..................... 6 52,607,777 4.5 4.5 4.9 Fully Amortizing ............. 1 3,186,932 0.3 0.3 0.0 -- -------------- ----- ----- ----- TOTAL ...................... 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== ---------- (1) These mortgage loans require payments of interest-only for a period of 2 to 60 months from origination prior to the commencement of payments of principal and interest with respect to the mortgage pool and loan group 1, and a period of 12 to 36 months for loan group 2. Balloon loans have amortization schedules significantly longer than their terms to maturity and have substantial principal payments due on their maturity dates, unless prepaid earlier. Mortgage loans providing for anticipated repayment dates generally fully or substantially amortize through their terms to maturity. However, if such a mortgage loan is not prepaid by a date specified in its mortgage note, interest will accrue at a higher rate and the borrower will be required to apply all cash flow generated by the mortgaged property in excess of its regular debt service payments and certain other permitted expenses and reserves to repay principal on the mortgage loan. In addition, because the fixed periodic payment on the mortgage loans is determined assuming interest is calculated on a "30/360 basis," but interest actually accrues and is applied on the majority of the mortgage loans on an "actual/ S-39 360 basis," there will be less amortization, absent prepayments, of the principal balance during the term of the related mortgage loan, resulting in a higher final payment on such mortgage loan. This will occur even if a mortgage loan is a "fully amortizing" mortgage loan. See "DESCRIPTION OF THE MORTGAGE POOL-- Certain Terms and Conditions of the Mortgage Loans" in this prospectus supplement. PREPAYMENT RESTRICTIONS....... All of the mortgage loans included in the trust fund restrict or prohibit voluntary prepayments of principal in some manner for some period of time. TYPES OF PREPAYMENT RESTRICTIONS PERCENTAGE OF PERCENTAGE OF AGGREGATE PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE PREPAYMENT RESTRICTION NUMBER CUT-OFF DATE CUT-OFF DATE GROUP 1 GROUP 2 TYPE OF LOANS BALANCE POOL BALANCE BALANCE BALANCE - ----------------------------------- ---------- ----------------- --------------- --------------- -------------- Prohibit prepayment for most of the term of the mortgage loan; but permit defeasance after a date specified in the related mortgage note for most or all of the remaining term(1)(2) ... 83 $1,125,954,724 97.2% 97.5% 95.5% Prohibit prepayment until a date specified in the related mortgage note and then impose a yield maintenance charge for most of the remaining term(1) ............. 4 25,425,176 2.2 2.5 0.0 Prohibit prepayment until a date specified in the related mortgage note and then impose a prepayment premium for most of the remaining term(1) ............. 1 7,200,000 0.6 0.0 4.5 -- -------------- ----- ----- ----- TOTAL ......................... 88 $1,158,579,900 100.0% 100.0% 100.0% == ============== ===== ===== ===== ---------- (1) For the purposes hereof, "remaining term" refers to either remaining term to maturity or anticipated repayment date, as applicable. (2) Includes 1 mortgage loan that provides for an additional one month lockout period after the defeasance period ends. See "DESCRIPTION OF THE MORTGAGE POOL-- Additional Mortgage Loan Information" in this prospectus supplement. The ability of the master servicer or special servicer to waive or modify the terms of any mortgage loan relating to the payment of a prepayment premium or yield maintenance charge will be limited as described in this prospectus supplement. See "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement. We make no representations as to the enforceability of the provisions of any mortgage notes requiring the payment of a prepayment premium or yield maintenance charge or limiting prepayments to defeasance or the ability of the master servicer or special servicer to collect any prepayment premium or yield maintenance charge. S-40 DEFEASANCE.................... Eighty-three (83) of the mortgage loans included in the trust fund as of the cut-off date, representing 97.2% of the mortgage pool (67 mortgage loans in loan group 1 or 97.5% and 16 mortgage loans in loan group 2 or 95.5%), permit the borrower, under certain conditions, to substitute United States government obligations as collateral for the related mortgage loans (or a portion thereof) following their respective lock-out periods. Upon such substitution, the related mortgaged property (or, in the case of a mortgage loan secured by multiple mortgaged properties, one or more of such mortgaged properties) will no longer secure the related mortgage loan. The payments on the defeasance collateral are required to be at least equal to an amount sufficient to make, when due, all payments on the related mortgage loan or allocated to the related mortgaged property; provided that in the case of certain mortgage loans, such defeasance payments may cease at the beginning of the open prepayment period with respect to such mortgage loan, and the final payment on the defeasance collateral would fully prepay the mortgage loan. Defeasance may not occur prior to the second anniversary of the issuance of the certificates. See "DESCRIPTION OF THE MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus supplement. TWENTY LARGEST MORTGAGE LOANS................ The following table describes certain characteristics of the twenty largest mortgage loans or groups of cross collateralized mortgage loans in the trust fund by aggregate principal balance as of the cut-off date. With respect to the loans referred to as the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan in the immediately following table, the loan balance per square foot, the debt service coverage ratio and the loan to value ratio set forth in such table, in each case, are based on the aggregate combined principal balance of each of the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan, as the case may be, and its related pari passu companion loans (but not any subordinate companion loans). Except for the subordinate companion loan with respect to the 175 West Jackson mortgage loan and one of the subordinate companion loans with respect to the 180 Maiden Lane mortgage loan, none of the companion loans are included in the trust fund. S-41 NUMBER OF MORTGAGE % OF % OF LOANS/ CUT-OFF APPLICABLE MORTGAGE NUMBER OF CUT-OFF DATE CUT-OFF DATE LOAN MORTGAGED LOAN DATE POOL LOAN GROUP LOAN NAME SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE - --------------------- ---------- ------------ ------- --------------- --------- -------------- 175 West Jackson ............ Wachovia 1/1 1 $112,500,000 9.7% 11.3% Coastal Grand Mall ............... Wachovia 1/1 1 99,834,321 8.6 10.0% 180 Maiden Lane...... Wachovia 1/1 1 93,000,000 8.0 9.3% Gale Office Pool..... Wachovia 1/4 1 72,955,000 6.3 7.3% Deer Valley Village Apartments ......... Wachovia 1/1 2 51,150,000 4.4 31.8% IRS Building - Fresno, CA ......... Artesia 1/1 1 46,000,000 4.0 4.6% ADG Portfolio ....... Wachovia 4/25 1 42,184,000 3.6 4.2% Slatten Ranch (Western Phase) ............. Wachovia 1/1 1 26,000,000 2.2 2.6% 1900 L Street ....... Wachovia 1/1 1 22,750,000 2.0 2.3% 10 Independence Boulevard .......... Wachovia 1/1 1 20,900,000 1.8 2.1% ---- ------------ ---- SUBTOTAL/WTD. AVG. ............... 13/37 $587,273,321 50.7% ===== ============ ==== 35 Waterview Boulevard .......... Wachovia 1/1 1 $ 20,400,000 1.8% 2.0% Marina Corporate Center ............. Artesia 1/1 1 18,500,000 1.6 1.9% 4 Sylvan Way ........ Wachovia 1/1 1 18,000,000 1.6 1.8% Mahopac Village Center ............. Wachovia 1/1 1 18,000,000 1.6 1.8% Town Center East Building 1 .... Artesia 1/1 1 17,910,000 1.5 1.8% Plaza West .......... Wachovia 1/1 1 17,650,000 1.5 1.8% Cronacher Portfolio .......... Wachovia 2/2 1 17,253,375 1.5 1.7% Ridge Plaza ......... Wachovia 1/1 1 16,982,566 1.5 1.7% Broadmoor Towne Center - North ............ Wachovia 1/1 1 16,770,484 1.4 1.7% Bay Vista Office Building ........... Artesia 1/1 1 16,385,865 1.4 1.6% ----- ------------ ---- SUBTOTAL/WTD. AVG. ............... 11/11 $177,852,289 15.4% ----- ------------ ==== TOTAL/WTD. AVG....... 24/48 $765,125,610 66.0% ===== ============ ==== WEIGHTED WEIGHTED AVERAGE AVERAGE WEIGHTED CUT-OFF DATE WEIGHTED CUT-OFF LTV RATIO AVERAGE LOAN BALANCE PER AVERAGE DATE LTV AT MATURITY MORTGAGE LOAN NAME PROPERTY TYPE SF/UNIT/PAD(2) DSCR(2) RATIO(2) OR ARD(2) RATE - --------------------- ------------------- ------------------ --------------- ---------- ------------- ----------- 175 West Jackson ............ Office - CBD $ 155 1.72x 53.2% 47.9% 5.860% Coastal Grand Mall ............... Retail - Anchored $ 225 1.77x 60.1% 44.7% 5.090% 180 Maiden Lane...... Office - CBD $ 171 2.61x 51.7% 51.7% 5.410% Gale Office Pool..... Office - Suburban $ 127 1.27x 81.4% 72.6% 6.260% Deer Valley Village Multifamily - Apartments ......... Conventional $ 61,478 1.59x 71.7% 71.7% 5.030% IRS Building - Fresno, CA ......... Office - CBD $ 255 1.71x 74.2% 74.2% 5.570% ADG Portfolio ....... MHP/Multifamily $ 20,438 1.34x 80.0% 70.3% 5.610% Slatten Ranch (Western Phase) ............. Retail - Anchored $ 220 1.33x 68.9% 61.7% 5.550% 1900 L Street ....... Office - CBD $ 220 1.23x 76.1% 71.9% 5.450% 10 Independence Boulevard .......... Office - Suburban $ 173 1.26x 72.1% 58.4% 6.260% SUBTOTAL/WTD. AVG. ............... 1.72X 65.1% 58.7% 5.579% 35 Waterview Boulevard .......... Office - Suburban $ 118 1.29x 80.0% 71.3% 6.260% Marina Corporate Center ............. Office - Suburban $ 210 1.49x 71.4% 66.9% 5.830% 4 Sylvan Way ........ Office - Suburban $ 171 1.24x 80.0% 64.8% 6.260% Mahopac Village Center ............. Retail - Anchored $ 121 1.25x 79.7% 70.0% 5.620% Town Center East Building 1 .... Office - Suburban $ 180 1.45x 74.6% 66.3% 5.180% Plaza West .......... Office - CBD $ 178 1.33x 74.5% 64.9% 6.190% Cronacher Portfolio .......... Retail - Various $ 138 1.23x 78.4% 66.3% 5.924% Ridge Plaza ......... Retail - Anchored $ 148 1.33x 79.7% 73.8% 5.150% Broadmoor Towne Center - North ............ Retail - Anchored $ 117 1.36x 78.0% 66.6% 6.180% Bay Vista Office Building ........... Office - CBD $ 139 1.39x(3) 68.6% 57.9% 5.850% SUBTOTAL/WTD. AVG. ............... 1.34x 76.6% 67.0% 5.851% TOTAL/WTD. AVG....... 1.63x 67.7% 60.6% 5.642% - ---------- (1) In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance. (2) Each of the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan are part of a split loan structure that includes a pari passu companion loan that is not included in the trust fund. With respect to these mortgage loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and loan balance per square foot/unit/pad are based on the aggregate indebtedness of each of these mortgage loans together with the related pari passu companion loan, but exclude the related subordinate companion loans. (3) For purposes of determining the debt service coverage ratio of this mortgage loan, such ratio was reduced by taking into account amounts available in cash reserves. For more information on the twenty largest mortgage loans in the trust fund, see "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans" in this prospectus supplement. CO-LENDER LOANS............... Eleven (11) mortgage loans to be included in the trust fund that were originated or acquired by Wachovia Bank, National Association, representing approximately 33.8% of the mortgage pool (10 mortgage loans in loan group 1 or 38.8% and 1 mortgage loan in loan group 2 or 2.7%), are, in each case, evidenced by one of two or more notes which are secured by one or more mortgaged real properties. In each S-42 case, other than the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund, the related companion loan(s) will not be part of the trust fund. One (1) mortgage loan, loan number 1 (the 175 West Jackson mortgage loan), is part of a split loan structure where 1 companion loan that is part of this split loan structure is pari passu in right of entitlement to payment with the related mortgage loan and the other companion loan is subordinate to the 2 loans that are pari passu in right of entitlement to payment. One (1) mortgage loan, loan number 3 (the 180 Maiden Lane mortgage loan), is part of a split loan structure where 1 companion loan that is part of this split loan structure is pari passu in right of entitlement to payment with the related mortgage loan and the other 2 companion loans are junior to the 2 loans that are pari passu in right of entitlement to payment. The remaining co-lender loans, loan numbers 2, 7, 20, 22, 32, 46, 53, 56 and 87, are part of split loan structures in which the related companion loans are subordinate to the related mortgage loans. Each of these mortgage loans and its related companion loans are subject to intercreditor agreements. The intercreditor agreement for the 175 West Jackson mortgage loan generally allocates collections in respect of such mortgage loans first, to the related mortgage loan and the related pari passu companion loan, on a pro rata basis, and second, to amounts due on the related subordinate companion loan, which is included in the trust fund and supports the Class 175WJ certificates. The intercreditor agreement for the 180 Maiden Lane mortgage loan generally allocates collections in respect of such mortgage loans first, to the related mortgage loan and the related pari passu companion loan, on a pro rata basis, second, to amounts due on the related subordinate companion loan, which is included in the trust fund and supports the Class 180ML certificates, and third, to amounts due on the most subordinate companion loan, which is not included in the trust fund. The intercreditor agreements for each of the remaining mortgage loans that are part of a split loan structure generally allocate collections in respect of such mortgage loans first, to the related mortgage loan, and then to amounts due on the related subordinate companion loans, which are not included in the trust fund. The master servicer and special servicers will service and administer each of these mortgage loans and its related companion loans pursuant to the pooling and servicing agreement and the related intercreditor agreement, for so long as the related mortgage loan is part of the trust fund (and, in the case of the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan, for so long as the 175 West Jackson subordinate companion loan and the 180 S-43 Maiden Lane subordinate companion loan included in the trust fund, respectively, are part of the trust fund). Amounts attributable to any companion loan (other than the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) will not be assets of the trust fund and will be beneficially owned by the holder of such companion loan. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" and "SERVICING OF THE MORTGAGE LOANS" in this prospectus supplement for a description of certain rights of the holders of these companion loans to direct or consent to the servicing of the related mortgage loans. In addition to the mortgage loans described above, certain of the mortgaged properties or the equity interests in the related borrowers are subject to, or are permitted to become subject to, additional debt. In certain cases, this additional debt is secured by the related mortgaged properties. See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates Additional Risks" in this prospectus supplement. S-44 RISK FACTORS o You should carefully consider, among other things, the following risk factors (as well as the risk factors set forth under "RISK FACTORS" in the accompanying prospectus) before making your investment decision. Additional risks are described elsewhere in this prospectus supplement under separate headings in connection with discussions regarding particular aspects of the mortgage loans included in the trust fund or the certificates. o The risks and uncertainties described below are not the only ones relating to your certificates. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment. o This prospectus supplement contains forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including risks described below and elsewhere in this prospectus supplement. o If any of the following risks are realized, your investment could be materially and adversely affected. THE OFFERED CERTIFICATES ONLY TRUST FUND ASSETS ARE AVAILABLE TO PAY YOU.......... Neither the offered certificates nor the mortgage loans will be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person. If the assets of the trust fund, primarily the mortgage loans, are insufficient to make payments on the offered certificates, no other assets will be available for payment of the deficiency. See "RISK FACTORS--The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates" in the accompanying prospectus. PREPAYMENTS WILL AFFECT YOUR YIELD.................... Prepayments. The yield to maturity on the offered certificates will depend on the rate and timing of principal payments (including both voluntary prepayments, in the case of mortgage loans that permit voluntary prepayment, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults, liquidations or repurchases for breaches of representations or warranties or other sales of defaulted mortgage loans which in either case may not require any accompanying prepayment premium or yield maintenance charge) on the mortgage loans included in the trust fund and how such payments are allocated among the offered certificates entitled to distributions of principal. In addition, upon the occurrence of certain limited events, a party may be required or permitted to repurchase or purchase a mortgage loan from the trust fund and the money paid would be passed through to the holders of the certificates with the same effect as if such mortgage loan had been prepaid in full (except that no prepayment premium or yield maintenance charge would be payable with respect to any such purchase or repurchase). In addition, certain mortgage loans may permit prepayment without an accompanying prepayment premium or yield maintenance charge if the S-45 mortgagee elects to apply casualty or condemnation proceeds to the mortgage loan. We cannot make any representation as to the anticipated rate of prepayments (voluntary or involuntary) on the mortgage loans or as to the anticipated yield to maturity of any certificate. In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A certificates will generally be based upon the particular loan group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2, Class A-3 and Class A-4 certificates will be particularly sensitive to prepayments on mortgage loans in loan group 1 and the yield on the Class A-1A certificates will be particularly sensitive to prepayments on mortgage loans in loan group 2. See "YIELD AND MATURITY CONSIDERATIONS" in this prospectus supplement and "YIELD CONSIDERATIONS" in the accompanying prospectus. Yield. In general, if you purchase an offered certificate at a premium and principal distributions on that offered certificate occur at a rate faster than you anticipated at the time of purchase, and no prepayment premiums or yield maintenance charges are collected, your actual yield to maturity may be lower than you had predicted at the time of purchase. Conversely, if you purchase an offered certificate at a discount and principal distributions on that offered certificate occur at a rate slower than you anticipated at the time of purchase, your actual yield to maturity may be lower than you had predicted at the time of purchase. The yield on the Class D certificates could be adversely affected if mortgage loans with higher interest rates pay faster than mortgage loans with lower interest rates, since this class bears interest at a rate equal to, based upon or limited by the weighted average net mortgage rate of the mortgage loans. Interest Rate Environment. Mortgagors generally are less likely to prepay if prevailing interest rates are at or above the rates borne by their mortgage loans. On the other hand, mortgagors are more likely to prepay if prevailing interest rates fall significantly below the mortgage interest rates of their mortgage loans. Mortgagors are less likely to prepay mortgage loans with a lockout period, yield maintenance charge or prepayment premium provision, to the extent enforceable, than similar mortgage loans without such provisions, with shorter lockout periods or with lower yield maintenance charges or prepayment premiums. Performance Escrows. In connection with the origination of some of the mortgage loans, the related borrowers were required to escrow funds or post a letter of credit related to obtaining certain performance objectives. In general, such funds will be released to the related borrower upon the S-46 satisfaction of certain conditions. If the conditions are not satisfied, although the master servicer will be directed in the pooling and servicing agreement (in accordance with the servicing standard) to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use the funds to reduce the principal balance of the related mortgage loan, in the event such funds are required to be used to reduce the principal balance of such mortgage loans, such amounts will be passed through to the holders of the certificates as principal prepayments. Premiums. Provisions requiring prepayment premiums and yield maintenance charges may not be enforceable in some states and under federal bankruptcy law, and may constitute interest for usury purposes. Accordingly, we cannot provide assurance that the obligation to pay such premium or charge will be enforceable or, if enforceable, that the foreclosure proceeds will be sufficient to pay such prepayment premium or yield maintenance charge. Additionally, although the collateral substitution provisions related to defeasance are not intended to be, and do not have the same effect on the certificateholders as, a prepayment, we cannot provide assurance that a court would not interpret such provisions as requiring a prepayment premium or yield maintenance charge and possibly determine that such provisions are unenforceable or usurious under applicable law. Prepayment premiums and yield maintenance charges are generally not charged for prepayments resulting from casualty or condemnation and would not be paid in connection with repurchases of mortgage loans for breaches of representations or warranties. No prepayment premium or yield maintenance charge will be required 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. In addition, 1 mortgage loan (loan number 3), representing 8.0% of the mortgage pool (9.3% of loan group 1), requires the payment of a fee equal to 0.14% of the principal amount being repaid or prepaid on any repayment or prepayment of the mortgage loan; provided, however, the right to this fee will be retained by the related mortgage loan seller and will not be an asset of the trust fund. Pool Concentrations. Principal payments (including prepayments) on the mortgage loans included in the trust fund or in a particular group will occur at different rates. In addition, mortgaged properties can be released from the trust fund as a result of prepayments, defeasance, repurchases, casualties or condemnations. As a result, the aggregate balance of the mortgage loans concentrated in various property types in the trust fund or in a particular loan group changes over time. You therefore may be exposed to varying concentration risks as the mixture of property types and relative principal balance of the mortgage loans associated with certain property types changes. See the table entitled "Range of Remaining Terms to Maturity or Anticipated Repayment Date for S-47 all Mortgage Loans as of the Cut-Off Date" under "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in this prospectus supplement for a description of the respective maturity dates of the mortgage loans included in the trust fund and in each loan group. Because principal on the certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) is payable in sequential order to the extent described under "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement, classes that have a lower priority of distributions are more likely to be exposed to the risk of changing concentrations discussed under "--Special Risks Associated With High Balance Mortgage Loans" below than classes with a higher sequential priority. OPTIONAL EARLY TERMINATION OF THE TRUST FUND MAY RESULT IN AN ADVERSE IMPACT ON YOUR YIELD OR MAY RESULT IN A LOSS........................ The offered certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the trust fund. We cannot assure you that the proceeds from a sale of the mortgage loans will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of offered certificates affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement. BORROWER DEFAULTS MAY ADVERSELY AFFECT YOUR YIELD............ The aggregate amount of distributions on the offered certificates, the yield to maturity of the offered certificates, the rate of principal payments on the offered certificates and the weighted average life of the offered certificates will be affected by the rate and timing of delinquencies and defaults on the mortgage loans included in the trust fund. Delinquencies on the mortgage loans included in the trust fund, if the delinquent amounts are not advanced, may result in shortfalls in distributions of interest and/or principal to the offered certificates for the current month. Any late payments received on or in respect of the mortgage loans will be distributed to the certificates in the priorities described more fully in this prospectus supplement, but no interest will accrue on such shortfall during the period of time such payment is delinquent. If you calculate your anticipated yield based on an assumed default rate and an assumed amount of losses on the mortgage pool that are lower than the default rate and the amount S-48 of losses actually experienced, and if such losses are allocated to your class of certificates, your actual yield to maturity will be lower than the yield so calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated mortgage loan also will affect the actual yield to maturity of the offered certificates to which all or a portion of such loss is allocable, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier you bear a loss, the greater the effect on your yield to maturity. See "YIELD AND MATURITY CONSIDERATIONS" in this prospectus supplement and "YIELD CONSIDERATIONS" in the accompanying prospectus. Even if losses on the mortgage loans included in the trust fund are allocated to a particular class of offered certificates, such losses may affect the weighted average life and yield to maturity of other certificates. Losses on the mortgage loans, to the extent not allocated to such class of offered certificates, may result in a higher percentage ownership interest evidenced by such certificates than would otherwise have resulted absent such loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of the remaining mortgage loans. ADDITIONAL COMPENSATION AND CERTAIN REIMBURSEMENTS TO THE SERVICER WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS................ To the extent described in this prospectus supplement, the master servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances and unreimbursed servicing expenses. The right of the master servicer or the trustee to receive such payments of interest is senior to the rights of certificateholders to receive distributions on the certificates and, consequently, may result in additional trust fund expenses being allocated to the offered certificates that would not have resulted absent the accrual of such interest. In addition, the applicable special servicer will receive a fee with respect to each specially serviced mortgage loan and any collections thereon, including specially serviced mortgage loans which have been returned to performing status. This will result in shortfalls which will be allocated to the offered certificates. Amounts in respect of the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund are not available for distributions on the certificates (other than the Class 175WJ certificates and the Class 180ML certificates, respectively), nor are they available for the reimbursement of nonrecoverable advances of principal and interest unrelated to the 175 West Jackson whole loan and the 180 Maiden Lane whole loan, as the case may be. Nevertheless, if an advance by the master servicer (or trustee, if applicable) on the 175 West Jackson subordinate companion loan or the 180 Maiden S-49 Lane subordinate companion loan included in the trust fund becomes a nonrecoverable advance and the master servicer (or trustee, if applicable) is unable to recover such amounts from amounts available for distribution on the Class 175WJ certificates or the Class 180ML certificates, as the case may be, the master servicer (or trustee, as applicable) will be permitted to recover such nonrecoverable advance (including interest thereon) from the assets of the trust fund available for distribution on the certificates (other than the Class 175WJ certificates and the Class 180ML certificates, respectively). This may result in shortfalls which will be allocated to the offered certificates. SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES......... As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3, Class A-4, Class A-1A, Class X-C or Class X-P certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the offered certificates with an earlier alphabetical designation and the Class A-1A, Class X-C and Class X-P certificates. See "DESCRIPTION OF THE CERTIFICATES-- Distributions--Application of the Available Distribution Amount" and "DESCRIPTION OF THE CERTIFICATES--Subordination; Allocation of Losses and Certain Expenses" in this prospectus supplement. YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS... You and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust. See "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests. Under certain circumstances, the consent or approval of less than all certificateholders will be required to take, and will bind all certificateholders to, certain actions relating to the trust. The interests of those certificateholders may be in conflict with those of the other certificateholders. For example, certificateholders of certain classes that are subordinate in right of payment may direct the actions of the special servicer with respect to troubled mortgage loans and related mortgaged properties. In certain circumstances, the holder of a companion loan, mezzanine loan or subordinate debt may direct the actions of the special servicer with respect to the related mortgage loan and the holder of a companion loan, S-50 mezzanine loan or subordinate debt will have certain consent rights relating to foreclosure or modification of the related loans. The interests of such holder of a companion loan, mezzanine loan or subordinate debt may be in conflict with those of the certificateholders. Two (2) of the mortgage loans, representing 17.7% of the mortgage pool (20.6% of loan group 1), are each evidenced by multiple promissory notes. For such mortgage loans, certain of the related promissory notes are pari passu in right of payment. In addition, each of these mortgage loans has promissory notes that are subordinate in right of payment to the notes that are pari passu in right of payment, if any. In each case, only one of the pari passu promissory notes is included in the trust fund and the related pari passu companion note is owned by Wachovia Bank, National Association. Additionally, less than all of the certificateholders may amend the pooling and servicing agreement in certain circumstances. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement and "DESCRIPTION OF THE CERTIFICATES--Voting Rights" in this prospectus supplement and the accompanying prospectus. LIQUIDITY FOR CERTIFICATES MAY BE LIMITED...................... There is currently no secondary market for the offered certificates. While each underwriter has advised us that it intends to make a secondary market in one or more classes of the offered certificates, none of them are under any obligation to do so. No secondary market for your certificates may develop. If a secondary market does develop, there can be no assurance that it will be available for the offered certificates or, if it is available, that it will provide holders of the offered certificates with liquidity of investment or continue for the life of your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates. Your certificates will not be listed on any securities exchange or traded in any automated quotation system of any registered securities association such as NASDAQ. 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. POTENTIAL CONFLICTS OF INTEREST................... The master servicer is one of the mortgage loan sellers and one of the special servicers and is an affiliate of the depositor and one of the underwriters. These affiliations could cause conflicts with the master servicer's duties to the trust under the pooling and servicing agreement. However, the pooling and servicing agreement provides that the mortgage loans S-51 shall be administered in accordance with the servicing standard described in this prospectus supplement without regard to an affiliation with any other party to the pooling and servicing agreement. See "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement. Wachovia Bank, National Association, which is the master servicer and one of the special servicers, or one of its affiliates, is also the initial holder of certain companion loans with respect to 2 mortgage loans, the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan, representing 17.7% of the mortgage pool (20.6% of loan group 1), and may also purchase certain classes of the certificates. This could cause a conflict between Wachovia Bank, National Association's duties to the trust under the pooling and servicing agreement and its or its affiliate's interest as a holder of a companion loan. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. In addition, it is expected that Wachovia Bank, National Association or one of its affiliates will be the initial holder of the Class 175WJ certificates and/or the Class 180ML certificates and may be able to make certain determinations with respect to the 175 West Jackson whole loan and the 180 Maiden Lane whole loan. This could cause a conflict between Wachovia Bank, National Association's duties to the trust under the pooling and servicing agreement and its or its affiliate's interest as a holder of the Class 175WJ certificates and/or the Class 180ML certificates. In addition, with respect to 1 mortgage loan (loan number 82), representing 0.2% of the mortgage pool (1.2% of loan group 2), the related mortgaged property is master leased to an entity that is approximately 99% owned by an affiliate of Wachovia Bank, National Association. This could cause a conflict of interest between Wachovia Bank, National Association's duties to the trust under the pooling and servicing agreement and its or its affiliate's interest as owner of the master lessee. In addition, it is anticipated that Gramercy Warehouse Funding I LLC will be appointed by the special servicer as a sub-servicer with respect to the 180 Maiden Lane mortgage loan. Affiliates of Gramercy Warehouse Funding I LLC own the most subordinate companion loan related to the 180 Maiden Lane mortgage loan. This could cause a conflict between Gramercy Warehouse Funding I LLC's duty to the trust as a sub-servicer and its interest in the related 180 Maiden Lane subordinate companion loan. Clarion Partners, LLC, which is one of the special servicers, or one of its affiliates, is expected to purchase certain of the non-offered certificates (including the controlling Class Certificates). This could cause a conflict between the duties of Clarion Partners, LLC to the trust as special servicer under S-52 the pooling and servicing agreement and its interest as a holder of a certificate. The special servicer (and any related sub-servicer) will be involved in determining whether to modify or foreclose a defaulted mortgage loan. The special servicer or an affiliate of the special servicer may purchase certain other non-offered certificates (including the controlling Class Certificates, the Class 175WJ certificates, the Class 180ML certificates and the Class Z certificates). The special servicer or its affiliate may serve as the initial controlling class representative. The special servicer or its affiliates may acquire non-performing loans or interests in non-performing loans, which may include REO properties that compete with the mortgaged properties securing mortgage loans in the trust fund. The special servicer or its affiliates own and are in the business of acquiring assets similar in type to the assets of the trust fund. The special servicer or its affiliates may also make loans on properties that may compete with the mortgaged properties and may also advise other clients that own or are in the business of owning properties that compete with the mortgaged properties or that own loans like the mortgage loans included in the trust fund. Accordingly, the assets of the special servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged properties for tenants, purchasers, financing and so forth. See "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement. This could cause a conflict between the special servicer's duties to the trust under the pooling and servicing agreement and its interest as a holder of a certificate. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the special servicer or any affiliate of the special servicer. See "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement. In addition, the related property managers and borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties securing the mortgage loans 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; o affiliates of the property manager and/or the borrowers or the property managers and/or the borrowers themselves also may own other properties, including competing properties; or o the mortgaged property is self managed. S-53 In addition, certain mortgage loans included in the trust fund may have been refinancings of debt previously held by (or by an affiliate of) one of the mortgage loan sellers. TERRORIST ATTACKS AND MILITARY CONFLICTS MAY ADVERSELY AFFECT YOUR INVESTMENT.............. On September 11, 2001, the United States was subjected to multiple terrorist attacks which resulted in considerable uncertainty in the world financial markets. The full impact of these events is not yet known, but could include, among other things, increased volatility in the price of securities including your certificates. The terrorist attacks may also adversely affect the revenues or costs of operation of the mortgaged properties. The terrorist attacks on the World Trade Center and the Pentagon suggest an increased likelihood that large public areas such as shopping malls or large office buildings could become the target of terrorist attacks in the future. The possibility of such attacks could (i) lead to damage to one or more of the mortgaged properties if any such attacks occur, (ii) result in higher costs for security and insurance premiums, particularly for large properties, which could adversely affect the cash flow at those mortgaged properties, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue and mall traffic and percentage rent. As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected. See "--Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses" below. Terrorist attacks in the United States, incidents of terrorism occurring outside the United States and military conflict in Iraq and elsewhere may significantly reduce air travel throughout the United States, and, therefore, continue to have a negative effect on revenues in areas heavily dependent on tourism. Any decrease in air travel may have a negative effect on certain of the mortgaged properties, including hotel mortgaged properties and those mortgaged properties located in tourist areas, which could reduce the ability of such mortgaged properties to generate cash flow. It is uncertain what continued effect armed conflict involving the United States, including the recent war between the United States and Iraq or any future conflict with any other country, will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments. Foreign or domestic conflicts of any kind could have an adverse effect on the mortgaged properties. Accordingly, these disruptions, uncertainties and costs could materially and adversely affect your investment in the certificates. S-54 THE MORTGAGE LOANS RISKS ASSOCIATED WITH COMMERCIAL LENDING MAY BE DIFFERENT THAN FOR RESIDENTIAL LENDING...... Commercial and multifamily lending is generally viewed as exposing a lender (and your investment in the trust fund) to a greater risk of loss than lending which is secured by single-family residences, in part because it typically involves making larger loans to single borrowers or groups of related mortgagors. In addition, unlike loans which are secured by single-family residences, repayment of loans secured by commercial and multifamily properties depends upon the ability of the related real estate project: o to generate income sufficient to pay debt service, operating expenses and leasing commissions and to make necessary repairs, tenant improvements and capital improvements; and o in the case of loans that do not fully amortize over their terms, to retain sufficient value to permit the borrower to pay off the loan at maturity through a sale or refinancing of the mortgaged property. FUTURE CASH FLOW AND PROPERTY VALUES ARE NOT PREDICTABLE... A number of factors, many beyond the control of the property owner, may affect the ability of an income-producing real estate project to generate sufficient net operating income to pay debt service and/or to maintain its value. Among these factors are: o economic conditions generally and in the area of the project; o the age, quality, functionality and design of the project; o the degree to which the project competes with other projects in the area; o changes or continued weakness in specific industry segments; o increases in operating costs; o the willingness and ability of the owner to provide capable property management and maintenance; o the degree to which the project's revenue is dependent upon a single tenant or user, a small group of tenants, tenants concentrated in a particular business or industry and the competition to any such tenants; 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; S-55 o the location of a mortgaged property; o whether a mortgaged property can be easily converted (or converted at all) to alternative uses; o an increase in vacancy rates; o perceptions regarding the safety, convenience and attractiveness of such properties; o vulnerability to litigation by tenants and patrons; and o environmental contamination. Many of the mortgaged properties securing mortgage loans included in the trust fund have leases that expire or may be subject to tenant termination rights prior to the maturity date of the related mortgage loan. Certain of such loans may be leased entirely to a single tenant. If leases are not renewed or replaced, if tenants default, if rental rates fall and/or if operating expenses increase, the borrower's ability to repay the loan may be impaired and the resale value of the property, which is substantially dependent upon the property's ability to generate income, may decline. With respect to the twenty largest mortgage loans, 4 of these mortgage loans (loan numbers 3, 6, 10 and 13) each have a single tenant or major tenant whose lease expires, or may be terminated, prior to the maturity date of the related mortgage loan. Because the lease is the sole source of income to the borrower, in the event the lease is terminated, the borrower would have no immediate income to make the required debt service payment unless it promptly relet the premises. See "--Single Tenants and Concentration of Tenants Subject the Trust Fund to Increased Risk" below. Even if borrowers successfully renew leases or relet vacated space, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, can exceed the amount of any reserves maintained for that purpose and reduce cash from the mortgaged properties. Although some of the mortgage loans included in the trust fund require the borrower to maintain escrows for leasing expenses, there is no guarantee that these reserves will be sufficient. In addition, there are other factors, including changes in zoning or tax laws, restrictive covenants, tenant exclusives and rights of first refusal to lease or purchase, the availability of credit for refinancing and changes in interest-rate levels that may adversely affect the value of a project and/or the borrower's ability to sell or refinance without necessarily affecting the ability to generate current income. In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases at any time for, among other reasons, lack of appropriations. S-56 Other factors are more general in nature, such as: o national, regional or local economic conditions (including plant and military installation 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 changes in building codes and other applicable laws. The volatility of net operating income will be influenced by many of the foregoing factors, as well as by: o the length of tenant leases; o the creditworthiness of tenants; o in the case of rental properties, the rate at which new rentals occur; o the property's "operating leverage" (i.e., the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues and the level of capital expenditures required to maintain the property and to retain or replace tenants); and o 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 property with short-term revenue sources, such as short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults. SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES............. Some of the mortgaged properties securing the mortgage loans included in the trust fund may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason. For example, a mortgaged property may not be readily convertible (or convertible at all) due to restrictive covenants related to such mortgaged property including, in the case of mortgaged properties which are part of a condominium regime, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. Mortgaged properties that have been designed as historic sites, such as the mortgaged property securing 1 mortgage loan (loan number 62) may be difficult to convert to alternative uses. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures. The liquidation value of any S-57 mortgaged property, subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if the property were readily adaptable to other uses. See "--Special Risks Associated with Industrial and Mixed-Use Facilities" below. LOANS NOT INSURED OR GUARANTEED................. Generally, the mortgage loans included in the trust fund will not be an obligation of, or be insured or guaranteed by, any governmental entity, by any private mortgage insurer, or by the depositor, any mortgage loan seller, the underwriters, the master servicer, the special servicer, the trustee or any of their respective affiliates. We have not evaluated the significance of the recourse provisions of mortgage loans that may permit recourse against the related borrower or another person in the event of a default. Accordingly, you should assume all of the mortgage loans included in the trust fund are nonrecourse loans, and that recourse in the case of default will be limited to the related mortgaged property. However, in certain circumstances a mortgage loan seller will be obligated to repurchase or substitute a mortgage loan sold by it if: o there is a defect or omission with respect to certain of the documents relating to such mortgage loan and such defect or omission materially and adversely affects the value of a mortgage loan or the interests of the trust therein or the interests of any certificateholder; or o certain of their respective representations or warranties concerning such mortgage loan are breached, and such breach materially and adversely affects the value of such mortgage loan, the interests of the trust therein or the interests of any certificateholder and is not cured as required. We cannot provide assurance that the applicable mortgage loan seller will be in a financial position to make such a repurchase or substitution. RISKS RELATING TO CERTAIN PROPERTY TYPES............... Particular types of income properties are exposed to particular risks. For instance: SPECIAL RISKS ASSOCIATED WITH OFFICE PROPERTIES............ Office properties may require their owners to expend significant amounts of cash to pay for general capital improvements, tenant improvements and costs of re-leasing space. Office properties that are not equipped to accommodate the needs of modern businesses may become functionally obsolete and thus non-competitive. S-58 In addition, 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 physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants; o the desirability of the area as a business location; o the presence of competing properties; 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 properties for new tenants. Office properties secure 20 of the mortgage loans included in the trust fund as of the cut-off date, representing 47.1% of the mortgage pool (54.7% of loan group 1). SPECIAL RISKS ASSOCIATED WITH SHOPPING CENTERS AND OTHER RETAIL PROPERTIES............ Shopping centers are affected by the health of the retail industry, which is currently undergoing a consolidation and is experiencing changes due to the growing market share of "off-price" retailing, including the popularity of home shopping networks, shopping via internet web sites and telemarketing. A particular shopping center may be adversely affected by the bankruptcy or decline in drawing power of an anchor, shadow anchor or major tenant, a shift in consumer demand due to demographic changes (for example, population decreases or changes in average age or income) and/or changes in consumer preference (for example, to discount retailers). In the case of retail properties, the failure of an anchor, shadow anchor or major tenant to renew its lease, the termination of an anchor, shadow anchor or major tenant's lease, the bankruptcy or economic decline of an anchor, shadow anchor or major tenant, or the cessation of the business of an anchor, shadow anchor or major tenant at its store, notwithstanding that such tenant may continue payment of rent after "going dark," may have a particularly negative effect on the economic performance of a shopping center property given the importance of anchor tenants, shadow anchor tenants and major tenants in attracting traffic to other stores within the same shopping center. In addition, S-59 the failure of one or more major tenants, such as an anchor or shadow anchor tenant, to operate from its premises may entitle other tenants to rent reductions or the right to terminate their leases. See "--The Failure of a Tenant Will Have a Negative Impact on Single Tenant and Tenant Concentration Properties" below. In addition, 1 of the mortgage loans secured by an anchored retail mortgaged property (loan number 2), representing 8.6% of the mortgage pool (10.0% of loan group 1), has a movie theater as a tenant. This mortgaged property is exposed to certain unique risks. In recent years, theater industry has experienced a high level of construction of new theaters and an increase in competition among theater operators. This new construction has caused some operators to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. In addition, because of the unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses. Retail properties, including shopping centers, secure 34 of the mortgage loans included in the trust fund as of the cut-off date, representing 28.2% of the mortgage pool (32.8% of loan group 1). SPECIAL RISKS ASSOCIATED WITH MULTIFAMILY PROJECTS......... Multifamily projects are part of a market that, in general, is characterized by low barriers to entry. Thus, a particular apartment market with historically low vacancies could experience substantial new construction and a resultant oversupply of units in a relatively short period of time. Since multifamily apartment units are typically leased on a short-term basis, the tenants who reside in a particular project within such a market may easily move to alternative projects with more desirable amenities or locations. 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 (for example, its age, appearance and construction quality); o the location of the property (for example, a change in the neighborhood over time); o the ability of management to provide adequate maintenance and insurance; o the types of services and amenities that the property provides; o the property's reputation; o the level of mortgage interest rates (which, if relatively low, may encourage tenants to purchase rather than lease housing); S-60 o the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or personnel from a local military base; o dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs or tax credits to developers to provide certain types of development; o the presence of competing properties; o adverse local or national economic conditions; and o state and local regulations. Furthermore, multifamily projects may be subject to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs. The limitations and restrictions imposed by these programs could result in realized losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include: o rent limitations that could adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses; and o tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates. The differences in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property. Multifamily properties secure 23 of the mortgage loans included in the trust fund as of the cut-off date, representing 17.2% of the mortgage pool (6 mortgage loans in loan group 1 or 3.9% and all of the mortgage loans in loan group 2). SPECIAL RISKS ASSOCIATED WITH MOBILE HOME PARK PROPERTIES... Mortgage loans secured by liens on mobile home park properties pose risks not associated with mortgage loans secured by liens on other types of income producing real estate. The successful operation of a mobile home park property may depend upon the number of other competing residential developments in the local market, such as: o other mobile home park properties; S-61 o apartment buildings; and o site-built single family homes. Other factors may also include: o the physical attributes of the community, including its age and appearance; o location of the mobile home park property; o the ability of management to provide adequate maintenance and insurance; o the types of services or amenities it provides; o the property's reputation; and o state and local regulations, including rent control and rent stabilization. The mobile home park 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 mobile home park 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 mobile home park property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the mobile home park property were readily adaptable to other uses. Mobile home park properties secure 3 of the mortgage loans included in the trust fund as of the cut-off date, representing 3.6% of the mortgage pool (4.2% of loan group 1). SPECIAL RISKS ASSOCIATED WITH HOSPITALITY PROPERTIES....... Hospitality properties are affected by various factors, including: o location; o quality; o management ability; o amenities; o franchise affiliation (or lack thereof); o continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives; o a deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel; o changes in travel patterns caused by changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors; S-62 o adverse economic conditions, either local, regional or national, which may limit the amount that may be charged for a room and may result in a reduction in occupancy levels; and o construction of competing hotels or motels, which may also limit the amount that may be charged for a room and may result in a reduction in occupancy levels. Because hotel rooms generally are rented for short periods of time, hospitality properties tend to be affected more quickly by adverse economic conditions and competition than other commercial properties. All of the mortgage loans secured by hotel properties are affiliated with a franchise or hotel management company through a franchise or management agreement. The performance of a hotel property affiliated with a franchise or hotel management company depends in part on: o the continued existence and financial strength of the franchisor or hotel management company; o the public perception of the franchise or hotel chain service mark; and o the duration of the franchise licensing or management agreements. One (1) hospitality property included in the trust fund as of the cut-off date, or approximately 1.2% of the mortgage pool (1.3% of loan group 1) is associated with the Omni franchise or its affiliate franchises. One (1) hospitality property included in the trust fund as of the cut-off date, or approximately 1.0% of the mortgage pool (1.2% of the loan group 1) is associated with the Hampton Inn & Suites franchise or its affiliate franchises. Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable. Replacement franchises may require significantly higher fees. The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor's consent. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace following a foreclosure. Furthermore, the ability of a hotel to attract customers, and some of such hotel's revenues, may depend in large part on its having a liquor license. Such a license may not be transferable (for example, in connection with a foreclosure). S-63 Moreover, the hotel and lodging industry is generally seasonal in nature; different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property's room and restaurant revenues, occupancy levels, room rates and operating expenses. In addition, the events of September 11, 2001, have had an adverse impact on the tourism and convention industry. See "--Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment" in this prospectus supplement. Hospitality properties secure 2 of the mortgage loans included in the trust fund as of the cut-off date, representing 2.2% of the mortgage pool (2.5% of loan group 1). SPECIAL RISKS ASSOCIATED WITH INDUSTRIAL AND MIXED-USE FACILITIES................... Industrial and mixed-use facilities present risks not associated with other properties. Significant factors determining the value of industrial properties include: 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, although industrial properties are more frequently dependent on a single tenant. In addition, properties used for many industrial purposes are more prone to environmental concerns than other property types. Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are valuable to an industrial property include clear ceiling heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. In addition, because of the unique construction requirements of many industrial properties, any vacant industrial property may not be easily converted to other uses. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels. Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (e.g., a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for shorter periods of time than with respect to other properties and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. S-64 Industrial properties secure 4 of the mortgage loans included in the trust fund as of the cut-off date, representing 1.5% of the mortgage pool (1.7% of loan group 1). ENVIRONMENTAL LAWS MAY ADVERSELY AFFECT THE VALUE OF AND CASH FLOW FROM A MORTGAGED PROPERTY........... If an adverse environmental condition exists with respect to a mortgaged property securing a mortgage loan included in the trust fund, the trust fund may be subject to certain risks including the following: o a reduction in the value of such mortgaged property which may make it impractical or imprudent to foreclose against such mortgaged property; o the potential that the related borrower may default on the related mortgage loan due to such borrower's inability to pay high remediation costs or costs of defending lawsuits due to an environmental impairment or difficulty in bringing its operations into compliance with environmental laws; o liability for clean-up costs or other remedial actions, which could exceed the value of such mortgaged property or the unpaid balance of the related mortgage loan; and o the inability to sell the related mortgage loan in the secondary market or to lease such mortgaged property to potential tenants. Under certain federal, state and local laws, federal, state and local agencies may impose a statutory lien over affected property to secure the reimbursement of remedial costs incurred by these agencies to correct adverse environmental conditions. This lien may be superior to the lien of an existing mortgage. Any such lien arising with respect to a mortgaged property securing a mortgage loan included in the trust fund would adversely affect the value of such mortgaged property and could make impracticable the foreclosure by the special servicer on such mortgaged property in the event of a default by the related borrower. Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property, as well as certain other types of parties, may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances on, under, adjacent to or in such property. The cost of any required investigation, delineation and/or remediation and the owner's liability therefor is generally not limited under applicable laws. Such liability could exceed the value of the property and/or the aggregate assets of the owner. Under some environmental laws, a secured lender (such as the trust) may be found to be an "owner" or "operator" of the related mortgaged property if it is determined that the lender actually participated in the hazardous waste management of the borrower, regardless of S-65 whether the borrower actually caused the environmental damage. In such cases, a secured lender may be liable for the costs of any required investigation, removal or remediation of hazardous substances. The trust's potential exposure to liability for environmental costs will increase if the trust, or an agent of the trust, actually takes possession of a mortgaged property or control of its day-to-day operations. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Environmental Considerations" in the accompanying prospectus, and "DESCRIPTION OF THE MORTGAGE POOL--Assessments of Property Condition--Environmental Assessments" in this prospectus supplement. A third-party environmental consultant conducted an environmental site assessment (or updated a previously conducted environmental site assessment) with respect to each mortgaged property securing a mortgage loan included in the trust fund. Such assessments do not generally include invasive environmental testing. In each case where the environmental site assessment or update revealed a material adverse environmental condition or circumstance at any mortgaged property, then (depending on the nature of the condition or circumstance) one or more of the following actions has been or is expected to be taken: o an environmental consultant investigated those conditions and recommended no further investigations or remediation; o an environmental insurance policy, having the characteristics described below, was obtained from a third-party insurer; o either (i) an operations and maintenance program, including, in several cases, with respect to asbestos-containing materials, lead-based paint, microbial matter and/or radon, or periodic monitoring of nearby properties, has been or is expected to be implemented in the manner and within the time frames specified in the related loan documents, or (ii) remediation in accordance with applicable law or regulations has been performed, is currently being performed or is expected to be performed either by the borrower or by the party responsible for the contamination; o an escrow or reserve was established to cover the estimated cost of remediation, with each remediation required to be completed within a reasonable time frame in accordance with the related loan documents; or o the related borrower or other responsible party having financial resources reasonably estimated to be adequate to address the related condition or circumstance is required to take (or is liable for the failure to take) actions, if any, with respect to those S-66 circumstances or conditions that have been required by the applicable governmental regulatory authority or any environmental law or regulation. We cannot provide assurance, however, that the environmental assessments identified all environmental conditions and risks, that the related borrowers will implement all recommended operations and maintenance plans, that such plans will adequately remediate the environmental condition, or that any environmental indemnity, insurance or escrow will fully cover all potential environmental conditions and risks. In addition, the environmental condition of the underlying real properties could be adversely affected by tenants or by the condition of land or operations in the vicinity of the properties, such as underground storage tanks. With respect to 1 mortgage loan (loan number 14), representing 1.6% of the mortgage pool (1.8% of loan group 1), a dry cleaning operation has operated at the mortgaged property since 1987. A Phase II investigation in 1999 detected no impacts to soil or groundwater; however, a United States Environmental Protection Agency database indicates that the dry cleaning tenant had been in violation of its RCRA permit conditions. In addition, 3 onsite potable water wells are used and comply with drinking water requirements. One of the wells is impacted by a gasoline oxygenator (MTBE) due to a regional offsite source. The impacted well is treated with an air stripper / carbon system that removes the MTBE to below regulatory levels. The system is funded and operated by the New York State Department of Environmental Conservation. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--Mahopac Village Center" in this prospectus supplement. With respect to 2 mortgage loans (loan numbers 35 and 57), representing 1.2% of the mortgage pool (1.4% of loan group 1), the related borrower was required to obtain a real estate environmental liability policy in lieu of or in addition to environmental escrows established, or in certain cases, in lieu of a guarantee of a sponsor. In addition, some of the related borrowers have provided an environmental indemnification in favor of the Lender. The premium for each policy was paid in full at origination of the loan and at issuance, the issuer has a claims paying ability of not less than "A+" by S&P, and each policy has a limit of liability in an amount greater than or equal to the full principal amount of the applicable loan with no deductible. We cannot provide assurance, however, that should such coverage be needed, coverage would be available or uncontested, that the terms and conditions of such coverage would be met, that coverage would be sufficient for the claims at issue or that coverage would not be subject to certain deductibles. S-67 The pooling and servicing agreement will require that the special servicer obtain an environmental site assessment of a mortgaged property securing a mortgage loan included in the trust fund prior to taking possession of the property through foreclosure or otherwise or assuming control of its operation. Such requirement effectively precludes enforcement of the security for the related mortgage note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust will become liable for a material adverse environmental condition at the mortgaged property. However, we cannot give assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust from potential liability for a materially adverse environmental condition at any mortgaged property. See "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Realization Upon Defaulted Mortgage Loans," "RISK FACTORS--Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Environmental Considerations" in the accompanying prospectus. SPECIAL RISKS ASSOCIATED WITH BALLOON LOANS AND ANTICIPATED REPAYMENT DATE LOANS........................ Eighty-seven (87) of the mortgage loans, representing 99.7% of the mortgage pool (70 mortgage loans in loan group 1 or 99.7% and all of the mortgage loans in loan group 2 ), provide for scheduled payments of principal and/or interest based on amortization schedules significantly longer than their respective remaining terms to maturity or provide for payments of interest only until the respective maturity date and, in each case, a balloon payment on the respective maturity date. Twenty-one (21) of these mortgage loans, representing 18.9% of the mortgage pool (18 mortgage loans in loan group 1 or 16.1% and 3 mortgage loans in loan group 2 or 36.7%), are anticipated repayment date loans, which provide that if the principal balance of the loan is not repaid on a date specified in the related mortgage note, the loan will accrue interest at an increased rate. o A borrower's ability to make a balloon payment or repay its anticipated repayment date loan on the anticipated repayment date typically will depend upon its ability either to refinance fully the loan or to sell the related mortgaged property at a price sufficient to permit the borrower to make such payment. o Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment on the maturity date or repayment on the anticipated repayment date that would otherwise be distributable on your certificates will likely extend the weighted average life of your certificates. S-68 o The ability of a borrower to effect a refinancing or sale will be affected by a number of factors, including (but not limited to) the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the borrower's equity in the mortgaged property, the financial condition and operating history of the borrower and the mortgaged property, rent rolling status, rent control laws with respect to certain residential properties, tax laws, prevailing general and regional economic conditions and the availability of credit for loans secured by multifamily or commercial properties, as the case may be. We cannot assure you that each borrower under a balloon loan or an anticipated repayment date loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. In addition, fully amortizing mortgage loans which pay interest on an "actual/360" basis but have fixed monthly payments may, in fact, have a small balloon payment due at maturity. For additional description of risks associated with balloon loans, see "RISK FACTORS--Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default" in the accompanying prospectus. In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer to extend and modify mortgage loans that are in material default or as to which a payment default (including the failure to make a balloon payment) is imminent; subject, however, to the limitations described under "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement. We cannot provide assurance, however, that any such extension or modification will increase the present value of recoveries in a given case. Any delay in collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan, will likely extend the weighted average life of your certificates. See "YIELD AND MATURITY CONSIDERATIONS" in this prospectus supplement and "YIELD CONSIDERATIONS" in the accompanying prospectus. ADVERSE CONSEQUENCES ASSOCIATED WITH BORROWER CONCENTRATION, BORROWERS UNDER COMMON CONTROL AND RELATED BORROWERS............ Certain borrowers under the mortgage loans included in the trust fund are affiliated or under common control with one another. In such circumstances, any adverse circumstances relating to a borrower or an affiliate thereof and affecting one of the related mortgage loans or mortgaged properties could also affect other mortgage loans or mortgaged properties of the related borrower. In particular, the bankruptcy or S-69 insolvency of any such borrower or affiliate could have an adverse effect on the operation of all of the mortgaged properties of that borrower and its affiliates and on the ability of such related mortgaged properties to produce sufficient cash flow to make required payments on the mortgage loans. For example, if a person that owns or directly or indirectly controls several mortgaged properties experiences financial difficulty at one mortgaged property, they could defer maintenance at one or more other mortgaged properties in order to satisfy current expenses with respect to the mortgaged property experiencing financial difficulty, or they could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all the related mortgage loans. In particular, such person experiencing financial difficulty or becoming subject to a bankruptcy proceeding may have an adverse effect on the funds available to make distributions on the certificates and may lead to a downgrade, withdrawal or qualification (if applicable) of the ratings of the certificates. 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 included in the trust fund; and o have common general partners or managing members which would increase the risk that a financial failure or bankruptcy filing would have a greater impact on the pool of mortgage loans included in the trust fund. The Gale concentration consists of 4 mortgage loans (loan numbers 4, 10, 11, and 13), which collectively represent 11.4% of the mortgage pool (13.3% of loan group 1). These 4 mortgage loans are not cross-collateralized or cross-defaulted but have common non-recourse carveout guarantors, and one or more principals of the related borrowers under each mortgage loan are the same. The sponsors of each mortgage loan in the Gale concentration are The Gale Company L.L.C. and SL Green Realty Corporation. No group, individual borrower, sponsor concentration or borrower concentration represents more than 11.4% of the mortgage pool (13.3% of loan group 1). THE GEOGRAPHIC CONCENTRATION OF MORTGAGED PROPERTIES SUBJECTS THE TRUST FUND TO A GREATER EXTENT TO STATE AND REGIONAL CONDITIONS.......... Except as indicated in the following tables, less than 5.0% of the mortgage loans, by cut-off date pool or loan group balance, are secured by mortgaged properties in any one state or the District of Columbia. S-70 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE POOL BALANCE - ----------------------- ------------ ----------------- -------------- NJ .................. 11 $ 159,109,106 13.7% IL .................. 3 122,095,161 10.5 CA .................. 9 117,761,668 10.2 Northern(2) ....... 5 76,600,000 6.6 Southern(2) ....... 4 41,161,668 3.6 NY .................. 2 111,000,000 9.6 SC .................. 2 102,557,683 8.9 FL .................. 12 72,875,221 6.3 AZ .................. 2 58,350,000 5.0 Other ............... 73 414,831,061 35.8 -- -------------- ----- TOTAL ............. 114 $1,158,579,900 100.0% === ============== ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California. LOAN GROUP 1 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 1 STATE PROPERTIES BALANCE BALANCE - -------------------- ------------ -------------- -------------- NJ ............... 11 $159,109,106 15.9% IL ............... 3 122,095,161 12.2 NY ............... 2 111,000,000 11.1 CA ............... 8 104,261,668 10.4 Northern(2) .... 5 76,600,000 7.7 Southern(2) .... 3 27,661,668 2.8 SC ............... 2 102,557,683 10.3 FL ............... 10 55,996,297 5.6 Other ............ 61 342,812,702 34.4 -- ------------ ----- TOTAL .......... 97 $997,832,617 100.0% == ============ ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern S-71 California and mortgaged properties located in or south of such counties were included in Southern California. LOAN GROUP 2 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE MORTGAGED CUT-OFF DATE GROUP 2 STATE PROPERTIES BALANCE BALANCE - -------------------- ------------ -------------- -------------- AZ ............... 2 $ 58,350,000 36.3% FL ............... 2 16,878,925 10.5 CA ............... 1 13,500,000 8.4 Southern(2) .... 1 13,500,000 8.4 GA ............... 1 12,700,000 7.9 OK ............... 1 12,500,000 7.8 TN ............... 1 12,240,000 7.6 PA ............... 2 8,588,237 5.3 Other ............ 7 25,990,121 16.2 - ------------ ----- TOTAL ............ 17 $160,747,283 100.0% == ============ ===== ---------- (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 (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount as detailed in the related mortgage loan documents). (2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California. The concentration of mortgaged properties in a specific state or region will make the performance of the trust fund as a whole more sensitive to the following in the state or region where the mortgagors and the mortgaged properties are located: o economic conditions; o conditions in the real estate market; o changes in governmental rules and fiscal policies; o acts of God or terrorism (which may result in uninsured losses); and o other factors which are beyond the control of the mortgagors. SPECIAL RISKS ASSOCIATED WITH HIGH BALANCE MORTGAGE LOANS... Several of the mortgage loans included in the trust fund, individually or together with other such mortgage loans with which they are cross-collateralized, have principal balances as of the cut-off date that are substantially higher than the average principal balance of the mortgage loans in the trust fund as of the cut-off date. S-72 In general, concentrations in a mortgage pool of loans with larger-than-average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed. o The largest single mortgage loan included in the trust fund as of the cut-off date represents 9.7% of the mortgage pool (11.3% of loan group 1). o The largest group of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represents in the aggregate 3.6% of the mortgage pool (4.2% of loan group 1). o The 5 largest mortgage loans or groups of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represent, in the aggregate, 37.1% of the mortgage pool (37.9% of loan group 1 and 31.8% of loan group 2). o The 10 largest mortgage loans or groups of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represent, in the aggregate, 50.7% of the mortgage pool (53.7% of loan group 1 and 31.8% of loan group 2). CONCENTRATIONS OF MORTGAGED PROPERTY TYPES SUBJECT THE TRUST FUND TO INCREASED RISK OF DECLINE IN PARTICULAR INDUSTRIES........ A concentration of mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on a pool of mortgage loans. For example, if there is a decline in tourism, the hotel industry might be adversely affected, leading to increased losses on loans secured by hospitality properties as compared to the mortgage loans secured by other property types. In that regard: o mortgage loans included in the trust fund and secured by office properties represent as of the cut-off date 47.1% of the mortgage pool (54.7% of loan group 1); o mortgage loans included in the trust fund and secured by retail properties represent as of the cut-off date 28.2% of the mortgage pool (32.8% of loan group 1); o mortgage loans included in the trust fund and secured by multifamily properties represent as of the cut-off date 17.2% of the mortgage pool (6 mortgage loans in loan group 1 or 3.9% and all of the mortgage loans in loan group 2); S-73 o mortgage loans included in the trust fund and secured by mobile home park properties represent as of the cut-off date 3.6% of the mortgage pool (4.2% of loan group 1); and o mortgage loans included in the trust fund and secured by hospitality properties represent as of the cut-off date 2.2% of the mortgage pool (2.5% of loan group 1). WE HAVE NOT REUNDERWRITTEN ANY OF THE MORTGAGE LOANS.... We have not reunderwritten the mortgage loans included in the trust fund. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the mortgage loan sellers' respective obligations to repurchase, cure or substitute a mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the value of the mortgage loan, the interest of the trust or the interests of any certificateholder. 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 included in the trust fund, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by representations or warranties given by the mortgage loan sellers. In addition, we cannot provide assurance that the mortgage loan sellers will be able to repurchase or substitute 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. FORECLOSURE ON MORTGAGED PROPERTIES MAY RESULT IN ADVERSE TAX CONSEQUENCES............. Two of the REMICs relating to the assets of the trust fund might become subject to federal (and possibly state or local) tax on certain of its net income from the operation and management of a mortgaged property subsequent to the trust's acquisition of a mortgaged property pursuant to a foreclosure or deed-in-lieu of foreclosure. Any such tax would substantially reduce net proceeds available for distribution to you. See "MATERIAL FEDERAL INCOME TAX CONSEQUENCES--Taxation of Owners of REMIC Regular Certificates," and "--Taxation of Owners of REMIC Residual Certificates" in the accompanying prospectus. In addition, if the trust were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes S-74 may reduce net proceeds available for distribution to the certificateholders. INSURANCE COVERAGE ON MORTGAGED PROPERTIES MAY NOT COVER SPECIAL HAZARD LOSSES........ The master servicer (with respect to mortgage loans that are not specially serviced mortgage loans) and/or special servicer (with respect to specially serviced mortgage loans) will generally be required to cause the borrower on each mortgage loan included in the trust fund and serviced by it to maintain such insurance coverage on the related mortgaged property as is required under the related mortgage, including hazard insurance; provided that each of the master servicer and/or the special servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any mortgaged property by acquiring a blanket or master single interest insurance policy. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements on the related mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. The mortgage loans generally do not require earthquake insurance. Although the policies covering the mortgaged properties are underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore do not contain identical terms and conditions, most such policies typically may not cover any physical damage resulting from: o war; o terrorism; o revolution; o governmental actions; o floods, and other water-related causes; o earth movement (including earthquakes, landslides and mud flows); o wet or dry rot; o vermin; o domestic animals; o sink holes or similarly occurring soil conditions; and o other kinds of risks not specified in the preceding paragraph. In light of the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) indicated that they intended to eliminate coverage for acts of terrorism from their reinsurance policies. S-75 Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage. In order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Insurance Program. The Terrorism Insurance Program is administered by the Secretary of the Treasury and was established to 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 Terrorism Risk Insurance Act of 2002 requires the Treasury Department to establish procedures for the Terrorism Insurance Program under which the federal share of compensation will be equal to 90% of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year. The federal share in the aggregate in any program year may not exceed $100 billion. An insurer that has paid its deductible is not liable for the payment of any portion of total annual United States-wide losses that exceed $100 billion, regardless of the terms of the individual insurance contracts. The Terrorism Insurance Program required that each insurer for policies in place prior to November 26, 2002, provide its insureds with a statement of the proposed premiums for terrorism coverage, identifying the portion of the risk that the federal government will cover, within 90 days after November 26, 2002. Insureds had 30 days to accept the continued coverage and pay the premium. If an insured does not pay the premium or authorizes the exclusion, insurance for acts of terrorism may be excluded from the policy. All policies for insurance issued after November 26, 2002, must make similar disclosure and provide a similar opportunity for the insured to purchase coverage. The Terrorism Risk Insurance Act of 2002 does not require insureds to purchase the coverage nor does it stipulate the pricing of the coverage. Through December 2004, insurance carriers are required under the program to provide terrorism coverage in their basic "all-risk" policies. On June 18, 2004, the Secretary of the Treasury announced its decision to extend this mandatory participation through December 2005. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002, is automatically voided to the extent that it excludes losses that would otherwise be insured losses, subject to the immediately preceding paragraph. Any state approval of such types of exclusions in force on November 26, 2002, is also voided. However, the Terrorism Insurance Program applies to United States risks only and to acts that are committed by an individual or individuals acting on behalf of a foreign person or foreign interest as an effort to influence or coerce United S-76 States civilians or the United States government. Further, the act must be certified as an "act of terrorism" by the federal government, which decision is not subject to judicial review. It remains unclear what acts will fall under the purview of the Terrorism Insurance Program. Furthermore, because the Terrorism Insurance Program has only been recently passed into law, there can be no assurance that it or state legislation will substantially lower the cost of obtaining terrorism insurance. Finally, the Terrorism Insurance Program terminates as described above. 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 subsequent terrorism insurance legislation will be passed upon its expiration. No assurance can be given that the mortgaged properties will continue to have the benefit of insurance against terrorist acts. In addition, no assurance can be given that the coverage for such acts, if obtained or maintained, will be broad enough to cover the particular act of terrorism that may be committed or that the amount of coverage will be sufficient to repair and restore the mortgaged property or to repay the mortgage loan in full. The insufficiency of insurance coverage in any respect could have a material and adverse affect on your certificates. Pursuant to the terms of the pooling and servicing agreement, the master servicer or the special servicer may not be required to maintain insurance covering terrorist or similar acts, nor will it be required to call a default under a mortgage loan, if the related borrower fails to maintain such insurance (even if required to do so under the related loan documents) if the special servicer has determined, in consultation with the controlling class representative, in accordance with the servicing standard that either: o such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the region in which such mortgaged property is located; or o such insurance is not available at any rate. In addition, with respect to certain mortgage loans, the mortgagee may have waived the right to require terrorism insurance or may have limited the circumstances under which terrorism insurance is required. With respect to 15 mortgage loans (loan numbers 60, 63, 64, 65, 66, 67, 68, 69, 73, 74, 75, 76, 77, 79 and 83), representing 4.0% of the mortgage pool (4.6% of loan group 1), the tenant at the mortgaged property is permitted to self-insure and may not carry insurance coverage for acts of terrorism. S-77 Any losses incurred with respect to mortgage loans included in the trust fund due to uninsured risks or insufficient hazard insurance proceeds could adversely affect distributions on your certificates. ADDITIONAL DEBT ON SOME MORTGAGE LOANS CREATES ADDITIONAL RISKS............. In general, the borrowers are: o required to satisfy any existing indebtedness encumbering the related mortgaged property as of the closing of the related mortgage loan; and o prohibited from encumbering the related mortgaged property with additional secured debt without the mortgagee's prior approval. Except as provided below, none of the mortgage loans included in the trust fund, other than the mortgage loans with companion loans, are secured by mortgaged properties that secure other loans outside the trust fund. One (1) mortgage loan, representing 0.6% of the mortgage pool (4.5% of loan group 2), provides that under certain circumstances (a) the related borrower may encumber the related mortgaged property with subordinate debt in the future and/or (b) the entities with a controlling ownership interest in the related borrower may pledge their interest in the borrower as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee. With respect to 1 mortgage loan, representing approximately 0.5% of the mortgage pool (0.6% of loan group 1), there is existing subordinated debt secured by the mortgaged property, subject to the terms of a subordination and standstill agreement in favor of the lender, and the holder of the subordinate debt has certain cure rights with respect to defaults on the mortgage loan. With respect to 1 mortgage loan, representing approximately 8.6% of the mortgage pool (10.0% of loan group 1), the related borrower, under certain circumstances, may incur additional unsecured indebtedness other than in the ordinary course of business and without the consent of the mortgagee. With respect to 4 mortgage loans, representing approximately 2.3% of the mortgage pool (2.7% of loan group 1), the related borrower has existing unsecured subordinate debt to affiliates. With respect to 5 mortgage loans, representing approximately 19.4% of the mortgage pool (22.6% of loan group 1), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt, subject to the terms of an intercreditor agreement entered into in favor of the mortgagee. With respect to 4 mortgage loans, representing approximately 12.5% of the mortgage pool (13.3% of loan group 1 S-78 and 7.9% of loan group 2), the related loan documents provide that, under certain circumstances, ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee. In addition, 1 mortgage loan, representing 0.5% of the mortgage pool (0.6% of loan group 1), does not prohibit the related borrower from incurring additional unsecured debt or an owner of an interest in the related borrower from pledging its ownership interest in the related borrower as security for mezzanine debt because the related borrower is not required by either the mortgage loan documents or related organizational documents to be a special purpose entity. Secured subordinated debt encumbering any mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance. Also, in the event that the holder of the subordinated debt has filed for bankruptcy or been placed in involuntary receivership, foreclosure by any senior lienholder (including the trust) on the mortgaged property could be delayed. In addition, substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business or for capital improvements that is not secured by the related mortgaged property which is generally limited to a specified percentage of the outstanding principal balance of the related mortgage loan. Further, certain of the mortgage loans included in the trust fund do not prohibit limited partners or other owners of non-controlling interests in the related borrower from pledging their interests in the borrower as security for mezzanine debt. In addition, certain mortgage loans, which may include the mortgage loans previously described in this risk factor, permit the related borrower to incur, or do not prohibit the related borrower from incurring, unsecured debt to an affiliate of, or owner of an interest in, the borrower or to an affiliate of such an owner, subject to certain conditions under the related mortgage loan documents. Further, certain of the mortgage loans permit additional liens on the related mortgaged properties for (1) assessments, taxes or other similar charges or (2) liens which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of the related borrower's assets. A default by the borrower on such additional indebtedness could impair the borrower's financial condition and result in the bankruptcy or receivership of the borrower which would cause a delay in the foreclosure by the trust on the mortgaged property. It may not be evident that a borrower has incurred any such future subordinate second lien debt until the related mortgage loan otherwise defaults. In cases in which one or S-79 more subordinate liens are imposed on a mortgaged property or the borrower incurs other indebtedness, the trust fund is subject to additional risks, including, without limitation, the following: o the risk that the necessary maintenance of the mortgaged property could be deferred to allow the borrower to pay the required debt service on the subordinate financing and that the value of the mortgaged property may fall as a result; o the risk that the borrower may have a greater incentive to repay the subordinate or unsecured indebtedness first; o the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment upon the maturity of the mortgage loan; o the existence of subordinated debt encumbering any mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance; and o the risk that, in the event that the holder of the subordinated debt has filed for bankruptcy or been placed in involuntary receivership, foreclosing on the mortgaged property could be delayed and the trust may be subjected to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Subordinate Financing" and "-- Due-on-Sale and Due-on-Encumbrance" in the accompanying prospectus and "DESCRIPTION OF THE MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Other Financing" and "--Due-on-Sale and Due-on-Encumbrance Provisions" in this prospectus supplement. Mezzanine debt is debt that is incurred by the owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers. Because mezzanine debt is secured by the obligor's equity interest in the related borrowers, such financing effectively reduces the obligor's economic stake in the related mortgaged property. The existence of mezzanine debt may reduce cash flow on the borrower's mortgaged property after the payment of debt service and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a mortgaged property to fall and may create a greater risk that a borrower will default on the mortgage loan secured by S-80 a mortgaged property whose value or income is relatively weak. Generally, upon a default under mezzanine debt, the holder of such mezzanine debt would be entitled to foreclose upon the equity in the related mortgagor, which has been pledged to secure payment of such mezzanine debt. Although such transfer of equity may not trigger the due on sale clause under the related mortgage loan, it could cause the obligor under such mezzanine debt to file for bankruptcy, which could negatively affect the operation of the related mortgaged property and such borrower's ability to make payments on the related mortgage loan in a timely manner. Additionally, some intercreditor agreements with respect to certain mezzanine debt may give the holder of the mezzanine debt the right to cure certain defaults and, upon a default, to purchase the related mortgage loan for an amount equal to then current outstanding balance of such loan. Some intercreditor agreements relating to mezzanine debt may also limit the special servicer's ability to enter into certain modifications of the mortgage loan without the consent of the related mezzanine lender. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Due-on-Sale and Due-on-Encumbrance" in the accompanying prospectus and "DESCRIPTION OF THE MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Other Financing" and "--Due-on-Sale and Due-on-Encumbrance Provisions" in this prospectus supplement. Although the assets of the trust fund do not include the companion loans (other than the 175 West Jackson subordinate companion loan and the 180 Maiden Lane subordinate companion loan included in the trust fund) related to the mortgage loans which have companion loans, the related borrower is still obligated to make interest and principal payments on those additional obligations. As a result, the trust fund is subject to additional risks, including: o the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on the subordinate or pari passu obligations and that the value of the mortgaged property may fall as a result; and o the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of both the loans contained in the loan pair upon the maturity of the mortgage loans. In addition, although 11 of the mortgage loans have companion loans that are subordinate to the related mortgage loan, S-81 each of the 175 West Jackson mortgage loan and the 180 Maiden Lane mortgage loan, representing 17.7% of the mortgage pool (20.6% of loan group 1), has a companion loan that is pari passu with the mortgage loan. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans" and "--Co-Lender Loans" in this prospectus supplement. THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS...... Most of the borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally do not have personal assets and creditworthiness at stake. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. Many of the borrowers are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be: o operating entities with businesses distinct from the operation of the property with the associated liabilities and risks of operating an ongoing business; or o individuals that have personal liabilities unrelated to the property. With respect to 3 mortgage loans (loan numbers 7, 46 and 53), representing 3.5% of the mortgage pool (4.1% of loan group 1), the related borrowers are not special purpose entities because it is also the borrower under certain other mortgage loans, which are not included in the mortgage pool. Although, the borrowers' organizational documents restrict their activities to ownership of the underlying mortgaged properties and incurring the debt represented by the related mortgage loans, as a result of these additional loans and additional properties, the risk of default and/or borrower insolvency is greater as a result of issues that do not relate to the mortgage loan included in the trust and/or the related mortgaged property. However, any borrower, even a special purpose entity structured to be bankruptcy-remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot provide assurances that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member. S-82 Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Bankruptcy Laws" in the accompanying prospectus. In addition, with respect to 6 mortgage loans (loan numbers 5, 12, 33, 35, 75 and 81), representing 8.2% of the mortgage pool (5 mortgage loans in loan group 1 or 4.4% and 1 mortgage loan in loan group 2 or 31.8%), the borrowers own the related mortgaged property as tenants-in-common. As a result, the related mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. In addition, enforcement of remedies against tenant-in-common borrowers may be prolonged if the tenant-in-common borrowers become insolvent or bankrupt at different times because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated. BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS................ Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the mortgaged property (subject to certain protections available to the lender). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to then current value of the mortgaged property, which would make the lender a general unsecured creditor for the difference between 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 S-83 trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy. Under federal bankruptcy law, the lender will be stayed from enforcing a borrower's assignment of rents and leases. Federal bankruptcy law also may interfere with the master servicer's or special servicer's ability to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses. Additionally, pursuant to subordination agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the event of the borrower's bankruptcy, a court will enforce such restrictions against a subordinated lender. In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee's claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender's objections. As a result of the foregoing, the trustee's recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. Certain of the mortgage loans have a sponsor that has previously filed bankruptcy. In each case, the related entity or person has emerged from bankruptcy. However, we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related loan documents. INSPECTIONS AND APPRAISALS MAY NOT ACCURATELY REFLECT VALUE OR CONDITION OF MORTGAGED PROPERTY............ In general, appraisals represent only the analysis and opinion of qualified experts and are not guaranties of present or future value, and may determine a value of a property that is significantly higher than the amount that can be obtained S-84 from the sale of a mortgaged property under a distress or liquidation sale. Information regarding the values of the mortgaged properties at the date of such report is presented under "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in this prospectus supplement for illustrative purposes only. Any engineering reports or site inspections obtained in connection with this offering represent only the analysis of the individual engineers or site inspectors preparing such reports at the time of such report, and may not reveal all necessary or desirable repairs, maintenance or capital improvement items. THE MORTGAGED PROPERTIES MAY NOT BE IN COMPLIANCE WITH CURRENT ZONING LAWS.................. The mortgaged properties securing the mortgage loans included in the trust fund are typically subject to building and zoning ordinances and codes affecting the construction and use of real property. Since the zoning laws applicable to a mortgaged property (including, without limitation, density, use, parking and set-back requirements) are usually subject to change by the applicable regulatory authority at any time, the improvements upon the mortgaged properties may not, currently or in the future, comply fully with all applicable current and future zoning laws. Such changes may limit the ability of the related borrower to rehabilitate, renovate and update the premises, and to rebuild or utilize the premises "as is" in the event of a casualty loss with respect thereto. Such limitations may adversely affect the cash flow of the mortgaged property following such loss. Insurance proceeds may not be sufficient to pay off such mortgage loan in full. In addition, if the mortgaged property were to be repaired or restored in conformity with then current law, its value could be less than the remaining balance on the mortgage loan and it may produce less revenue than before such repair or restoration. RESTRICTIONS ON CERTAIN OF THE MORTGAGED PROPERTIES MAY LIMIT THEIR USE.................... Certain of the mortgaged properties securing mortgage loans included in the trust fund which are non-conforming may not be "legal non-conforming" uses. The failure of a mortgaged property to comply with zoning laws or to be a "legal non-conforming" use may adversely affect the market value of the mortgaged property or the borrower's ability to continue to use it in the manner it is currently being used. In addition, certain of the mortgaged properties are subject to certain use restrictions imposed pursuant to restrictive covenants, governmental requirements, reciprocal easement agreements or operating agreements or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building. Such use restrictions include, for example, limitations on the S-85 character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers' right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower's ability to fulfill its obligations under the related mortgage loan. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS MAY RESULT IN LOSSES..................... 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 securing a mortgage loan included in the trust fund. Examples of these laws and regulations include zoning laws and the Americans with Disabilities Act of 1990, 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 AND LEASES--Americans with Disabilities Act" in the accompanying prospectus. The expenditure of such 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. ENFORCEABILITY OF DUE-ON-SALE CLAUSES AND ASSIGNMENTS OF LEASES AND RENTS IS LIMITED... The mortgages securing the mortgage loans included in the trust fund generally contain due-on-sale clauses, which permit the acceleration of the maturity of the related mortgage loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property without the consent of the lender. There also may be limitations on the enforceability of such clauses. The mortgages also generally include a debt-acceleration clause, which permits the acceleration of the related mortgage loan upon a monetary or non-monetary default by the borrower. The courts of all states will generally enforce clauses providing for acceleration in the event of a material payment default, but may refuse the foreclosure of a mortgaged property when acceleration of the indebtedness would be inequitable or unjust or the circumstances would render acceleration unconscionable. However, certain of the mortgage loans included in the trust fund permit one or more transfers of the related mortgaged property or transfer of a controlling interest in the related borrower to pre-approved transferees or pursuant to pre-approved conditions set forth in the related mortgage loan documents without the lender's approval. In addition, certain of the mortgage loans may not restrict the transfer of limited partnership interests or non-managing member interests in the related borrower. S-86 See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Due-on-Sale and Due-on-Encumbrance" in the accompanying prospectus. The mortgage loans included in the trust fund may also be secured by an assignment of leases and rents pursuant to which the borrower typically assigns its right, title and interest as landlord under the leases on the related mortgaged property and the income derived therefrom to the lender as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. In the event the borrower defaults, the license terminates and the lender is entitled to collect the rents. Such assignments are typically not perfected as security interests prior to the lender's taking possession of the related mortgaged property and/or appointment of a receiver. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender's ability to collect the rents may be adversely affected. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Leases and Rents" in the accompanying prospectus. LIMITATIONS ON THE BENEFITS OF CROSS-COLLATERALIZED AND CROSS-DEFAULTED PROPERTIES... Four (4) groups of mortgage loans, the ADG Portfolio concentration, Cronacher Portfolio concentration, Terra Vista concentration and Edison Pad concentration (loan numbers 7, 46, 53 and 87, loan numbers 21 and 69, loan numbers 43 and 80 and loan numbers 86 and 88), representing in the aggregate 6.1% of the mortgage pool (7.1% of loan group 1), are groups of mortgage loans that are cross-collateralized and cross-defaulted with each of the other mortgage loans in their respective groups. In addition, some mortgage loans are secured by first lien deeds of trust or mortgages, as applicable, on multiple properties securing the joint and several obligations of multiple borrowers. Such arrangements could be challenged as fraudulent conveyances by creditors of any of the related borrowers or by the representative of the bankruptcy estate of any related borrower if one or more of such borrowers becomes a debtor in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, a lien granted by any such borrower could be voided if a court determines that: o such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital or was not able to pay its debts as they matured; and o such borrower did not, when it allowed its mortgaged property to be encumbered by the liens securing the indebtedness represented by the other S-87 cross-collateralized loans, receive "fair consideration" or "reasonably equivalent value" for pledging such mortgaged property for the equal benefit of the other related borrowers. We cannot provide assurances that a lien granted by a borrower on a cross-collateralized loan to secure the mortgage loan of another borrower, or any payment thereon, would not be avoided as a fraudulent conveyance. See "DESCRIPTION OF THE MORTGAGE POOL--Certain Terms and Conditions of the Mortgage Loans--Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans" in this prospectus supplement and Annex A-5 to this prospectus supplement for more information regarding the cross-collateralized loans. No mortgage loan included in the trust fund (other than the mortgage loans with companion loans) is cross-collateralized with a mortgage loan not included in the trust fund. SINGLE TENANTS AND CONCENTRATION OF TENANTS SUBJECT THE TRUST FUND TO INCREASED RISK....... Certain other of the mortgaged properties are leased in large part to a single tenant or are in large part owner occupied. Any default by a major tenant could adversely affect the related borrower's ability to make payments on the related mortgage loan. We cannot provide assurances that any major tenant will continue to perform its obligations under its lease (or, in the case of an owner-occupied mortgaged property, under the related mortgage loan documents). 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 an option to purchase all or a portion of the mortgaged property and this provision, if not waived, may impede the mortgagee's ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure proceeds. In addition, certain of the mortgaged properties that are leased to single tenants or a major tenant may have leases that terminate or grant the tenant early termination rights prior to the maturity date of the related mortgage loan. Mortgaged properties leased to a single tenant, or a small number of tenants, are more likely to experience interruptions of cash flow if a tenant fails to renew its lease because there may be less or no rental income until new tenants are found and it may be necessary to expend substantial amounts of capital to make the space acceptable to new tenants. With respect to 1 mortgage loan (loan number 3), representing 8.0% of the mortgage pool (9.3% of loan group 1), the largest tenant, Goldman Sachs, which is one of the underwriters, occupies approximately 803,223 square feet, or approximately 73.8% of the net rentable area. The Goldman Sachs lease expires in April 2014 and the mortgage loan S-88 matures in November 2009; moreover, Goldman Sachs has the option to terminate all of its leased space in November 2009. This option may be exercised with 18 months notice and the payment of a termination fee equal to approximately nine months rent. Pursuant to the terms of the loan documents, in the event that Goldman Sachs exercises this termination option, the mortgagee will have the right to trap excess cash flow for the 18-month notice period in addition to the termination fee, which will be held in a mortgagee-controlled escrow account. See "--Future Cash Flow and Property Values are not Predictable" above and "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--180 Maiden Lane" in this prospectus supplement. Twenty-four (24) of the mortgaged properties securing mortgage loans included in the trust fund, representing 15.5% of the mortgage pool (18.0% of loan group 1), are leased wholly to a single tenant or are wholly owner occupied. The mortgaged property related to 1 mortgage loan, representing approximately 4.0% of the mortgage pool (4.6% of loan group 1) is leased entirely to the United States Government which has the right to terminate the related lease after November 30, 2013, with 360 days notice, and the mortgage loan matures in November 2009. Because the lease is the sole source of income to the borrower, in the event the lease is terminated, the borrower would have no immediate income to make the required debt service payment unless it promptly relet the premises. Pursuant to the terms of the loan documents, unless the tenant rescinds its termination option before the anticipated repayment date of November 11, 2009, or the loan is repaid at the anticipated repayment date, the borrower will be required to either deposit in cash or post a letter of credit in the amount of $4,000,000. See "--Future Cash Flow and Property Values Are Not Predictable" above and "DESCRIPTION OF THE MORTGAGE POOL-- Twenty Largest Mortgage Loans--IRS Building-Fresno, CA" in this prospectus supplement. With respect to 1 mortgage loan (loan number 10), representing 1.8% of the mortgage pool (2.1% of loan group 1), the sole tenant is ATT Global Venture Holdings LLC, occupying all of the net rentable area. The term of the lease expires in February 2011 and the mortgage loan matures in August 2014. Because the lease is the sole source of income to the borrower, in the event the lease is terminated, the borrower would have no immediate income to make the required debt service payment unless it promptly relet the premises. However, in the event the tenant does not renew its lease, the loan documents allow the mortgagee to collect all excess cash flow up to a maximum of $2,200,000 from the related mortgaged property for the last 2 years of the lease term to be used for retenanting expenses. See "--Future Cash Flow and Property Values are not Predictable" above and "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest S-89 Mortgage Loans--10 Independence Boulevard" in this prospectus supplement. With respect to 1 mortgage loan (loan number 12), representing 1.6% of the mortgage pool (1.9% of loan group 1), where the related mortgaged property is leased to a single tenant, the parent company of the sole tenant, which is also the guarantor of the sole tenant's lease, is under investigation by the Securities and Exchange Commission and by the United States Department of Justice. Two (2) debt service reserves were established, the funds under which will not be released until the satisfactory resolution of the SEC investigation resulting in no material adverse change to the financial position of the parent company. There can be no assurance that any adverse results suffered by the parent company with respect to the foregoing investigations will not negatively impact the related tenant's ability to perform its obligations under the related lease. With respect to 1 mortgage loan (loan number 13), representing 1.6% of the mortgage pool (1.8% of loan group 1), the sole tenant is Voicestream, occupying all of the net rentable area. The term of the lease expires in May 2014 and the mortgage loan matures in August 2014. Because the lease is the sole source of income to the borrower, in the event the lease is terminated, the borrower would have no immediate income to make the required debt service payment unless it promptly relet the premises. However, in the event the tenant does not renew its lease, the loan documents allow the mortgagee to collect all excess cash flow up to a maximum of $2,000,000 from the related mortgaged property for the last 4 years of the loan term to be used for retenanting expenses. See "--Future Cash Flow and Property Values are not Predictable" above and "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--4 Sylvan Way" in this prospectus supplement. 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. For further information regarding certain significant tenants at the mortgaged properties, see Annex A-4 to this prospectus supplement. THE FAILURE OF A TENANT WILL HAVE A NEGATIVE IMPACT ON SINGLE TENANT AND TENANT CONCENTRATION PROPERTIES..... The bankruptcy or insolvency of a major tenant or sole tenant, or a number of smaller tenants, in retail, industrial and office properties may adversely affect the income produced by a mortgaged property. Under the 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) and the amounts the landlord could claim would be limited. S-90 LITIGATION MAY HAVE ADVERSE EFFECT ON BORROWERS.......... From time to time, there may be legal proceedings pending, threatened or ongoing against the borrowers, managers, sponsors and their respective affiliates relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors and their respective affiliates, and certain of the borrowers, managers, sponsors and their respective affiliates are subject to legal proceedings relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors or their respective affiliates. It is possible that such proceedings may have a material adverse effect on any borrower's ability to meet its obligations under the related mortgage loan and, thus, on distributions on your certificates. POOR PROPERTY MANAGEMENT WILL LOWER THE PERFORMANCE OF THE RELATED MORTGAGED PROPERTY... The successful operation of a real estate project depends upon the property manager's performance and viability. The property manager is responsible for: o responding to changes in the local market; o planning and implementing the rental structure; o operating the property and providing building services; o managing operating expenses; and o assuring that maintenance and capital improvements are carried out in a timely fashion. Properties deriving revenues primarily from short-term sources, such as short-term leases, are generally more management intensive than properties leased to creditworthy tenants under long-term leases. With respect to 4 mortgage loans (Gale Office Pool, 10 Independence Boulevard, 35 Waterview Boulevard and 4 Sylvan Way), affiliates of The Gale Company, L.L.C. are the property managers for each of the 7 related mortgaged properties. The failure of a property manager that manages a number of mortgaged properties as described above to properly manage the related properties or any financial difficulties with respect to this property manager could have a significant negative impact on the continued income generation from these mortgaged properties and therefore the performance of the related mortgage loans. See "--Adverse Consequences Associated with Borrower Concentration, Borrowers Under Common Control and Related Borrowers" above and "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans" in this prospectus supplement. We cannot provide assurance regarding the performance of any operators, leasing agents and/or property managers or persons who may become operators and/or property managers upon the expiration or termination of management S-91 agreements or following any default or foreclosure under a mortgage loan. In addition, the property managers are usually operating companies and unlike limited purpose entities, may not be restricted from incurring debt and other liabilities in the ordinary course of business or otherwise. We make no representation or warranty as to the skills of any present or future managers. Additionally, we cannot provide assurance that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements. CONDEMNATIONS OF MORTGAGED PROPERTIES MAY RESULT IN LOSSES..................... From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing mortgage loans included in the trust fund. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generation from, the affected mortgaged property. Therefore, we cannot give assurances that the occurrence of any condemnation will not have a negative impact upon distributions on your certificates. THE STATUS OF A GROUND LEASE MAY BE UNCERTAIN IN A BANKRUPTCY PROCEEDING........ Two (2) mortgage loans, representing 1.9% of the mortgage pool (2.2% of loan group 1), are secured by leasehold interests. Pursuant to Section 365(h) of the Bankruptcy Code, ground lessees in possession under a ground lease that has commenced have the right to continue in a ground lease even though the representative of their bankrupt ground lessor rejects the lease. The leasehold mortgages generally provide that the borrower may not elect to treat the ground lease as terminated on account of any such rejection by the ground lessor without the prior approval of the holder of the mortgage note or otherwise prohibit the borrower from terminating the ground lease. In a bankruptcy of a ground lessee/borrower, the ground lessee/borrower under the protection of the Bankruptcy Code has the right to assume (continue) or reject (breach and/or terminate) any or all of its ground leases. If the ground lessor and the ground lessee/borrower are concurrently involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt ground lessee/borrower's right to continue in a ground lease rejected by a bankrupt ground lessor. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained therein or in the related mortgage. Further, in a recent decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in S-92 leased property occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. Section 363(f)) upon the bankruptcy of a landlord, such sale terminates a lessee's possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to Section 363(e) of the Bankruptcy Code (11 U.S.C. Section 363(a)), a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a "free and clear" sale under Section 363(f) of the Bankruptcy Code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of Section 363(f)(1)-(4) of the Bankruptcy Code otherwise permits the sale), we cannot provide assurances that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot provide assurances that, in the event of a statutory sale of leased property pursuant to Section 363(f) of the Bankruptcy Code, the lessee may be able to maintain possession of the property under the ground lease. In addition, we cannot provide assurances that the lessee and/or the lender will be able to recuperate the full value of the leasehold interest in bankruptcy court. In addition, certain of the mortgaged properties securing the mortgage loans are subject to operating leases. The operating lessee then sublets space in the mortgaged property to sub-tenants. Therefore, the cash flow from the rented mortgaged property will be subject to the bankruptcy risks with respect to the operating lessee. MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN.... Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us. Neither we nor any of our affiliates (except, in certain circumstances, for Wachovia Bank, National Association in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any mortgage loan seller's representations and warranties or any document defects, if such mortgage loan seller defaults on its obligation to do so. We cannot provide assurances that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions. In addition, one or more of the mortgage loan sellers may have acquired a portion of the mortgage loans included in the trust fund in one or more secondary market purchases. Such purchases may be challenged as fraudulent conveyances. S-93 Such a challenge if successful, may have a negative impact on the distributions on your certificates. See "DESCRIPTION OF THE MORTGAGE POOL--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Representations and Warranties; Repurchases" in the accompanying prospectus. ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO FORECLOSE ON THE MORTGAGED PROPERTY.... Some 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's rights under any of the mortgage loans that include mortgaged properties where this rule could be applicable. In the case of either a cross-collateralized and cross-defaulted mortgage loan or a multi-property mortgage loan which is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where such "one action" rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in the states where judicial foreclosure is the only permitted method of foreclosure. As a result, the special servicer may incur delay and expense in foreclosing on mortgaged properties located in states affected by one action rules. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES-- Foreclosure" in the accompanying prospectus. S-94 DESCRIPTION OF THE MORTGAGE POOL GENERAL The pool of mortgage loans (each, a "Mortgage Loan") included in the Trust Fund (the "Mortgage Pool") is expected to consist of 88 fixed rate mortgage loans (the "Mortgage Loans"), with an aggregate principal balance (the "Cut-Off Date Pool Balance") of $1,158,579,900. The "Cut-Off Date" for all of the Mortgage Loans is November 11, 2004. The "Cut-Off Date Balance" of each Mortgage Loan will equal the unpaid principal balance thereof as of the related Cut-Off Date, after reduction for all payments of principal due on or before such date, whether or not received. The Mortgage Pool will be deemed to consist of 2 loan groups ("Loan Group 1" and "Loan Group 2" and, collectively, the "Loan Groups"). Loan Group 1 will consist of (i) all of the Mortgage Loans that are not secured by multifamily properties and (ii) 6 Mortgage Loans that are secured by multifamily properties. Loan Group 1 is expected to consist of 71 Mortgage Loans, with an aggregate Cut-Off Date Balance of $997,832,617 (the "Cut-Off Date Group 1 Balance"). Loan Group 2 will consist of 17 Mortgage Loans that are secured by multifamily properties. Loan Group 2 is expected to consist of 17 Mortgage Loans, with an aggregate Cut-Off Date Balance of $160,747,283 (the "Cut-Off Date Group 2 Balance" and, together with the Cut-Off Date Group 1 Balance the "Cut-Off Date Group Balances"). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each Mortgage Loan. The Cut-Off Date Balances of all of the Mortgage Loans in the Mortgage Pool range from $1,148,996 to $112,500,000. The Mortgage Loans in the Mortgage Pool have an average Cut-Off Date Balance of $13,165,681. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 1 range from $1,148,996 to $112,500,000. The Mortgage Loans in Loan Group 1 have an average Cut-Off Date Balance of $14,053,981. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 2 range from $2,000,000 to $51,150,000. The Mortgage Loans in Loan Group 2 have an average Cut-Off Date Balance of $9,455,723. References to percentages of Mortgaged Properties referred to in this prospectus supplement without further description are references to the percentages of the Cut-Off Date Pool Balance represented by the aggregate Cut-Off Date Balance of the related Mortgage Loans and references to percentages of Mortgage Loans in a particular Loan Group without further description are references to the related Cut-Off Date Group Balance. 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. All percentages of the Mortgage Loans or any specified group of Mortgage Loans referred to in this prospectus supplement are approximate percentages. All numerical and statistical information presented herein (including Cut-Off Date Balances, loan balances per square foot/pad/unit, loan-to-value ratios and debt service coverage ratios) with respect to the Co-Lender Loans are calculated without regard to the related Subordinate Companion Loans; provided that, with respect to the 175 West Jackson Loan and the 180 Maiden Lane Loan, numerical and statistical information presented herein with respect to loan balance per square foot, loan-to-value ratios and debt service coverage ratios include the related Pari Passu Loans (but not any related Subordinate Companion Loans) as well as the Mortgage Loans themselves. The trust's assets will also include the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan. The 175 West Jackson Subordinate Companion Loan will support only the Class 175WJ Certificates, and the 180 Maiden Lane Trust Subordinate Companion Loan will support only the Class 180ML Certificates. Although the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan are assets of the trust, for the purpose of information contained in this prospectus supplement (including the annexes and statistical information contained in this prospectus supplement), unless otherwise specified, the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan are not reflected in this prospectus supplement and the term "Mortgage Loan" does not include the 175 West Jackson Subordinate Companion Loan or the 180 Maiden Lane Trust Subordinate Companion Loan. The principal balance of the 175 West Jackson Subordinate Companion Loan as of the Cut-Off Date will be $55,000,000, and the principal balance of the 180 Maiden Lane Trust Subordinate Companion Loan as of the Cut-Off Date will be $69,500,000. S-95 All of the Mortgage Loans are evidenced by a promissory note (each a "Mortgage Note") and are secured by a mortgage, deed of trust or other similar security instrument (each, a "Mortgage") that creates a first mortgage lien on a fee simple estate (or, with respect to 2 Mortgage Loans, representing 1.9% of the Cut-Off Date Pool Balance and 2.2% of the Cut-Off Date Group 1 Balance, on the related borrower's leasehold estate in an income-producing real property) (each, a "Mortgaged Property"). Set forth below are the number of Mortgage Loans, and the approximate percentage of the Cut-Off Date Pool Balance represented by such Mortgage Loans that are secured by Mortgaged Properties operated for each indicated purpose: MORTGAGED PROPERTIES BY PROPERTY TYPE(1) PERCENTAGE OF PERCENTAGE OF NUMBER OF PERCENTAGE OF CUT-OFF DATE CUT-OFF DATE MORTGAGED AGGREGATE CUT-OFF CUT-OFF DATE GROUP 1 GROUP 2 PROPERTY TYPE PROPERTIES DATE BALANCE POOL BALANCE BALANCE BALANCE - -------------------------------------- ------------ ------------------- --------------- --------------- -------------- Office ............................... 23 $ 545,524,621 47.1% 54.7% 0.0% Retail ............................... 34 327,289,689 28.2 32.8 0.0 Retail - Anchored ................... 26 293,010,386 25.3 29.4 0.0 Retail - Shadow Anchored(2) ......... 4 21,189,732 1.8 2.1 0.0 Retail - Unanchored ................. 4 13,089,571 1.1 1.3 0.0 Multifamily .......................... 23 199,662,566 17.2 3.9 100.0 Mobile Home Park ..................... 24 41,474,598 3.6 4.2 0.0 Hospitality .......................... 2 25,241,729 2.2 2.5 0.0 Industrial ........................... 6 16,988,792 1.5 1.7 0.0 Land(3) .............................. 2 2,397,905 0.2 0.2 0.0 -- -------------- ----- ----- ----- 114 $1,158,579,900 100.0% 100.0% 100.0% === ============== ===== ===== ===== - ---------- (1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for the Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property. (3) Specifically, the fee interest in land which the ground tenant has improved and leased as a retail building. The retail building is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower. OFFICE 47.1% LAND 0.2% INDUSTRIAL 1.5% HOSPITALITY 2.2% MOBILE HOME PARK 3.6% MULTIFAMILY 17.2% RETAIL 28.2% MORTGAGE LOAN HISTORY All of the Mortgage Loans will be acquired on the Closing Date by the Depositor from the Mortgage Loan Sellers. Wachovia Bank, National Association ("Wachovia"), in its capacity as a Mortgage Loan Seller, originated 62 of the Mortgage Loans to be included in the Trust Fund representing 83.8% of the Cut-Off Date Pool Balance (47 Mortgage Loans in Loan Group 1 or 81.9% of the Cut-Off Date Group 1 Balance and 15 Mortgage Loans in Loan Group 2 or 95.2% of the Cut-Off Date Group 2 Balance). S-96 Artesia Mortgage Capital Corporation ("Artesia") originated 26 of the Mortgage Loans to be included in the Trust Fund representing 16.2% of the Cut-Off Date Pool Balance (24 Mortgage Loans in Loan Group 1 or 18.1% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 4.8% of the Cut-Off Date Group 2 Balance). None of the Mortgage Loans were 30 days or more delinquent as of the Cut-Off Date, and no Mortgage Loan has been 30 days or more delinquent during the 12 months preceding the Cut-Off Date (or since the date of origination if such Mortgage Loan has been originated within the past 12 months). CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear interest at rates (each a "Mortgage Rate") that will remain fixed for their remaining terms, provided, however, that after the applicable Anticipated Repayment Date, the interest rate on the related ARD Loans will increase as described in this prospectus supplement. See "--Amortization" below. Eighty-six (86) of the Mortgage Loans accrue interest on the basis (an "Actual/360 basis") of the actual number of days elapsed over a 360-day year. Two (2) of the Mortgage Loans accrue interest on the basis (a "30/360 basis") of a 360-day year consisting of 12 thirty-day months. Thirty-three (33) of the Mortgage Loans, representing 46.9% of the Cut-Off Date Pool Balance (25 Mortgage Loans in Loan Group 1 or 47.6% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 42.3% of the Cut-Off Date Group 2 Balance), have periods during which only interest is due and periods in which principal and interest are due. Five (5) of the Mortgage Loans, representing 17.5% of the Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 15.2% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 31.8% of the Cut-Off Date Group 2 Balance), are interest-only for their entire term. Mortgage Loan Payments. Scheduled payments of principal and/or interest other than Balloon Payments (the "Periodic Payments") on all of the Mortgage Loans (and the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) are due monthly. Due Dates. Generally, the Periodic Payment for each Mortgage Loan is due on the date (each such date, a "Due Date") occurring on the 11th day of the month. Amortization. Eighty-seven (87) of the Mortgage Loans (the "Balloon Loans"), representing 99.7% of the Cut-Off Date Pool Balance (70 Mortgage Loans in Loan Group 1 or 99.7% of the Cut-Off Date Group 1 Balance and all of the Mortgage Loans in Loan Group 2), provide for Periodic Payments based on amortization schedules significantly longer than their respective terms to maturity, in each case with payments on their respective scheduled maturity dates of principal amounts outstanding (each such amount, together with the corresponding payment of interest, a "Balloon Payment"). Five (5) of the Mortgage Loans, representing 17.5% of the Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 15.2% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 31.8% of the Cut-Off Date Group 2 Balance), provide for interest-only Periodic Payments for the entire term and do not amortize. One (1) of the Mortgage Loans (the "Fully Amortizing Loan"), representing 0.3% of the Cut-Off Date Pool Balance (0.3% of the Cut-Off Date Group 1 Balance), fully or substantially amortize through their respective remaining terms to maturity. In addition, because the fixed periodic payments on the Fully Amortizing Loan is determined assuming interest is calculated on a 30/360 basis, but interest actually accrues and is applied on the Fully Amortizing Loan on an Actual/360 basis, there will be less amortization, absent prepayments, of the related principal balance during the term of the Fully Amortizing Loan, resulting in a higher final payment on this Fully Amortizing Loan. Twenty-one (21) of the Balloon Loans (the "ARD Loans"), representing 18.9% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan Group 1 or 16.1% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 36.7% of the Cut-Off Date Group 2 Balance), provide that if the unamortized principal amount thereof is not repaid on a date set forth in the related Mortgage Note (the "Anticipated Repayment Date"), the Mortgage Loan will accrue additional interest (the "Additional Interest") at the rate set forth therein and the borrower will be required to apply excess monthly cash flow (the "Excess Cash Flow") generated by the Mortgaged Property (as determined in the related loan documents) to the repayment of principal outstanding on the Mortgage Loan. On or before the S-97 Anticipated Repayment Date, the ARD Loans generally require the related borrower to enter into a cash management agreement whereby all Excess Cash Flow will be deposited directly into a lockbox account. With respect to 1 of the ARD Loans, representing 0.6% of the Cut-Off Date Pool Balance (0.7% of the Cut-Off Date Group 1 Balance), only rent from the major anchor tenant will be deposited directly into a lockbox account after the related Anticipated Repayment Date. Four (4) of the ARD Loans, representing 9.5% of the Cut-Off Date Pool Balance (3 Mortgage Loans in Loan Group 1 or 5.9% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 31.8% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only until the related Anticipated Repayment Date and do not provide for any amortization of principal before the related Anticipated Repayment Date. Any amount received in respect of Additional Interest will be distributed to the holders of the Class Z Certificates. Generally, Additional Interest will not be included in the calculation of the Mortgage Rate for a Mortgage Loan, and will only be paid after the outstanding principal balance of the Mortgage Loan together with all interest thereon at the Mortgage Rate has been paid. With respect to such Mortgage Loans, no Prepayment Premiums or Yield Maintenance Charges will be due in connection with any principal prepayment after the Anticipated Repayment Date. Thirty-three (33) of the Balloon Loans and ARD Loans, representing 46.9% of the Cut-Off Date Pool Balance (25 Mortgage Loans in Loan Group 1 or 47.6% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 42.3% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only for the first 2 to 60 months in the case of Loan Group 1 and in the case of Loan Group 2 the first 12 to 36 months of their respective terms followed by payments which amortize a portion of the principal balance of the Mortgage Loans by their related maturity dates or Anticipated Repayment Dates, as applicable, but not the entire principal balance of the Mortgage Loans. Five (5) of the Balloon Loans and ARD Loans, representing 17.5% of the Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 15.2% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 31.8% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only until maturity or ARD and do not provide for any amortization of principal. Prepayment Provisions. As of the Cut-Off Date, all of the Mortgage Loans restrict or prohibit voluntary principal prepayment. In general, the Mortgage Loans either (i) prohibit voluntary prepayment of principal until a date specified in the related Mortgage Note, but permit defeasance after a date specified in the related Mortgage Note for most or all of the remaining term (83 Mortgage Loans, or 97.2% of the Cut-Off Date Pool Balance (67 Mortgage Loans in Loan Group 1 or 97.5% of the Cut-Off Date Group 1 Balance and 16 Mortgage Loans in Loan Group 2 or 95.5% of the Cut-Off Date Group 2 Balance)) (1 of the 83 Mortgage Loans that permits defeasance has a one-month lockout period following the end of the defeasance period); (ii) prohibit voluntary prepayment of principal for a period ending on a date specified in the related Mortgage Note, and thereafter impose a Yield Maintenance Charge for most of the remaining term (4 Mortgage Loans, or 2.2% of the Cut-Off Date Pool Balance (2.5% of the Cut-Off Date Group 1 Balance)); or (iii) prohibit prepayment until a date specified in the loan documents, then permit prepayment with a prepayment premium (1 Mortgage Loan, or 0.6% of the Cut-Off Date Pool Balance (4.5% of the Cut-Off Date Group 2 Balance)); provided that, for purposes of each of the foregoing, "remaining term" refers to either the remaining term to maturity or the Anticipated Repayment Date, as applicable, of the related Mortgage Loan. See "--Additional Mortgage Loan Information" in this prospectus supplement. Prepayment Premiums and Yield Maintenance Charges, if and to the extent collected, will be distributed as described under "DESCRIPTION OF THE CERTIFICATES--Distributions-- Allocation of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. The Depositor makes no representation as to the enforceability of the provisions of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of the collectability of any Prepayment Premium or Yield Maintenance Charge. Certain state laws limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a mortgage loan. The Mortgage Loans generally do not require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with a prepayment, in whole or in part, of the related Mortgage Loan as a result of or in connection with a total casualty or condemnation. Furthermore, the enforceability, under the laws of a number of states, of provisions providing for payments comparable to the Prepayment Premiums and/or Yield Maintenance S-98 Charges upon an involuntary prepayment is unclear. No assurance can be given that, at the time a Prepayment Premium or Yield Maintenance Charge is required to be made on a Mortgage Loan in connection with an involuntary prepayment, any obligation to pay such Prepayment Premium or Yield Maintenance Charge will be enforceable under applicable state law. The Mortgage Loans included in the Trust Fund (other than certain of the Artesia Mortgage Loans) provide that, in the event of a partial prepayment of such Mortgage Loan due to the receipt of insurance proceeds or a condemnation award in connection with a casualty or condemnation, the monthly debt service payment of such Mortgage Loan will remain unchanged. See "RISK FACTORS--Prepayments Will Affect Your Yield" in this prospectus supplement. Eighty-three (83) of the Mortgage Loans, representing 97.2% of the Cut-Off Date Pool Balance (67 Mortgage Loans in Loan Group 1, representing 97.5% of the Cut-Off Date Group 1 Balance and 16 Mortgage Loans in Loan Group 2, representing 95.5% of the Cut-Off Date Group 2 Balance), provide that, in general, under certain conditions, the related borrower will have the right, no earlier than two years following the Closing Date, to substitute a pledge of Defeasance Collateral in exchange for a release of the related Mortgaged Property (or a portion thereof) from the lien of the related Mortgage without the prepayment of the Mortgage Loan or the payment of the applicable Prepayment Premium or Yield Maintenance Charge. Mortgage Loans secured by more than one Mortgaged Property which provide for partial defeasance generally require that, among other things, (i) prior to the release of a related Mortgaged Property (or a portion thereof), a specified percentage (generally 125%) of the allocated loan amount for such Mortgaged Property be defeased and (ii) that certain debt service coverage ratios and loan-to-value ratio tests be satisfied with respect to the remaining Mortgaged Properties after the defeasance. In general, "Defeasance Collateral" is required to consist of United States government obligations that provide for payments on or prior, but as close as possible, to all successive Due Dates and the scheduled maturity date (or the Anticipated Repayment Date in the case of the ARD Loans) (provided that in the case of certain Mortgage Loans, such defeasance payments may cease at the beginning of the open prepayment period with respect to such Mortgage Loan, and the final payment on the Defeasance Collateral may be sufficient to fully prepay the Mortgage Loan), with each such payment being equal to or greater than (with any excess to be returned to the borrower (in some cases, after the related Mortgage Loan is paid in full)) the Periodic Payment due on such date or (i) in the case of a Balloon Loan on the scheduled maturity date, the Balloon Payment, or (ii) in the case of an ARD Loan, the principal balance on its Anticipated Repayment Date. The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer to require each borrower that proposes to prepay its Mortgage Loan to pledge Defeasance Collateral in lieu of making a prepayment, to the extent the related Mortgage Loan documents enable the Master Servicer or the Special Servicer, as applicable, to make such requirement, but in each case subject to certain conditions, including that the defeasance would not have an adverse effect on the REMIC status of any of the REMICs (accordingly, no defeasance would be required or permitted prior to the second anniversary of the Closing Date). The cash amount a borrower must expend to purchase, or deliver to the Master Servicer in order for the Master Servicer to purchase, such Defeasance Collateral may be in excess of the principal balance of the related Mortgage Loan. There can be no assurances that a court would not interpret such portion of the cash amount that exceeds the principal balance as a form of prepayment consideration and would not take it into account for usury purposes. In some states some forms of prepayment consideration are unenforceable. Neither the Master Servicer nor the Special Servicer is permitted to waive or modify the terms of any Mortgage Loan prohibiting voluntary prepayments during a Lockout Period or requiring the payment of a Prepayment Premium or Yield Maintenance Charge except under the circumstances described in "SERVICING OF THE MORTGAGE LOANS--Modifications, Waivers and Amendments" in this prospectus supplement. Other Financing. With limited exceptions, all of the Mortgage Loans prohibit the related borrower from encumbering the Mortgaged Property with additional secured debt without the lender's prior consent. One (1) Mortgage Loan (loan number 42), representing 0.6% of the Cut-Off Date Pool Balance (4.5% of the Cut-Off Date Group 2 Balance), provides that under certain circumstances (a) the related borrower may encumber the related Mortgaged Property with subordinate debt in the future and/or (b) the entities with a controlling ownership interest in the related borrower may pledge their interest in the S-99 borrower as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee. With respect to 1 Mortgage Loan (loan number 46), representing approximately 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), there is existing subordinated debt secured by the mortgaged property, subject to the terms of a subordination and standstill agreement in favor of the lender, and the holder of the subordinate debt has certain cure rights with respect to defaults under the Mortgage Loan. With respect to 1 Mortgage Loan (loan number 2), representing approximately 8.6% of the Cut-Off Date Pool Balance (10.0% of the Cut-Off Date Group 1 Balance), the related borrower, under certain circumstances, may incur additional unsecured indebtedness other than in the ordinary course of business and without the consent of the mortgagee. With respect to 4 Mortgage Loans (loan numbers 19, 48, 67 and 84), representing approximately 2.3% of the Cut-Off Date Pool Balance (2.7% of the Cut-Off Date Group 1 Balance), the related borrower has existing unsecured subordinate debt to affiliates. With respect to 5 Mortgage Loans (loan numbers 3, 4, 10, 11 and 13), representing approximately 19.4% of the Cut-Off Date Pool Balance (22.6% of the Cut-Off Date Group 1 Balance), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt subject to the terms of an intercreditor agreement entered into in favor of the mortgagee. See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates Additional Risks" in this prospectus supplement. Further, certain of the Mortgage Loans included in the Trust Fund do not prohibit limited partners or other owners of non-controlling interests in the related borrower from pledging their interests in the borrower as security for mezzanine debt. See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates Additional Risks" in this prospectus supplement. With respect to 4 Mortgage Loans (loan numbers 1, 27, 34 and 36), representing approximately 12.5% of the Cut-Off Date Pool Balance (13.3% of the Cut-Off Date Group 1 Balance and 7.9% of the Cut-Off Date Group 2 Balance), the related loan documents provide that, under certain circumstances, ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee. In addition, 1 Mortgage Loan (loan number 47), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off-Date Group 1 Balance), does not prohibit the related borrower from incurring additional unsecured debt or an owner of an interest in the related borrower from pledging its ownership interest in the related borrower as security for mezzanine debt because the related borrower is not required by either the mortgage loan documents or related organizational documents to be a special purpose entity. In addition, with respect to the Co-Lender Loans, the related Mortgaged Property also secures one or more Companion Loans. See "--Co-Lender Loans" in this prospectus supplement. Nonrecourse Obligations. The Mortgage Loans are generally nonrecourse obligations of the related borrowers and, upon any such borrower's default in the payment of any amount due under the related Mortgage Loan, the holder thereof may look only to the related Mortgaged Property for satisfaction of the borrower's obligations. In addition, in those cases where recourse to a borrower or guarantor is purportedly permitted, the Depositor has not undertaken an evaluation of the financial condition of any such person, and prospective investors should therefore consider all of the Mortgage Loans to be nonrecourse. Due-On-Sale and Due-On-Encumbrance Provisions. Substantially all of the Mortgages contain "due-on-sale" and "due-on-encumbrance" clauses that, in general, permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the borrower from doing so without the consent of the holder of the Mortgage. However, certain of the Mortgage Loans may permit one or more transfers of the related Mortgaged Property or the transfer of a controlling interest in the related borrower to pre-approved transferees or pursuant to pre-approved conditions without the approval of the mortgagee and certain Mortgage Loans may not prohibit transfers of limited partnership interests or non-managing member interests in the related borrowers. As provided in, and subject to, the Pooling and Servicing Agreement, the Special Servicer will determine, in a manner consistent with the servicing standard S-100 described under "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement whether to exercise any right the holder of any Mortgage may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property. Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans. Four (4) groups of Mortgage Loans (loan numbers 7, 46, 53 and 87; loan numbers 21 and 69; loan numbers 43 and 80; and loan numbers 86 and 88), representing 6.1% of the Cut-Off Date Pool Balance (7.1% of the Cut-Off Date Group 1 Balance), are groups of Mortgage Loans that are cross-collateralized and cross-defaulted with the other Mortgage Loans in such group as indicated in Annex A-5. Although the Mortgage Loans within each group are cross-collateralized and cross-defaulted with the other Mortgage Loans in such group, the Mortgage Loans in one group are not cross-collateralized or cross-defaulted with the Mortgage Loans in the other group. The cross-default and cross-collateralization provisions for each group of Mortgage Loans may be terminated in the event one of the Mortgage Loans is defeased without a simultaneous defeasance of the other Mortgage Loans, provided that the rating agencies confirm that such release would not result in a downgrading of any of the current ratings of any Class of Certificates. As of the Closing Date, no Mortgage Loan, except the Co-Lender Loans, will be cross-collateralized or cross-defaulted with any loan that is not included in the Mortgage Pool. The Master Servicer or the Special Servicer, as the case may be, will determine whether to enforce the cross-default and cross-collateralization rights upon a mortgage loan default with respect to any of these Mortgage Loans. The Certificateholders will not have any right to participate in or control any such determination. No other Mortgage Loans are subject to cross-collateralization or cross-default provisions. Partial Releases. Certain of the Mortgage Loans permit a partial release of a portion of the related Mortgaged Property not material to the underwriting of the Mortgage Loan at the time of origination, without any prepayment or defeasance of the Mortgage Loan. ASSESSMENTS OF PROPERTY CONDITION Property Inspections. Generally, the Mortgaged Properties were inspected by or on behalf of the Mortgage Loan Sellers in connection with the origination or acquisition of the related Mortgage Loans to assess their general condition. No inspection revealed any patent structural deficiency or any deferred maintenance considered material and adverse to the value of the Mortgaged Property as security for the related Mortgage Loan, except in such cases where adequate reserves have been established. Appraisals. All of the Mortgaged Properties were appraised by a state-certified appraiser or an appraiser belonging to the Appraisal Institute in accordance with the Federal Institutions Reform, Recovery and Enforcement Act of 1989. The primary purpose of each appraisal was to provide an opinion as to the market value of the related Mortgaged Property. There can be no assurance that another appraiser would have arrived at the same opinion of market value. Environmental Assessments. A "Phase I" environmental site assessment was performed by independent environmental consultants with respect to each Mortgaged Property in connection with the origination of the related Mortgage Loans. "Phase I" environmental site assessments generally do not include environmental testing. In certain cases, environmental testing, including in some cases a "Phase II" environmental site assessment as recommended by such "Phase I" assessment, was performed. Generally, in each case where environmental assessments recommended corrective action, the originator of the Mortgage Loan determined that the necessary corrective action had been undertaken in a satisfactory manner, was being undertaken in a satisfactory manner or that such corrective action would be adequately addressed post-closing. In some instances, the originator required that reserves be established to cover the estimated cost of such remediation or an environmental insurance policy was obtained from a third party. Engineering Assessments. In connection with the origination of all of the Mortgage Loans, except for 2 Mortgage Loans (loan numbers 86 and 88) representing 0.2% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date Group 1 Balance), a licensed engineer or architect inspected the related Mortgaged Property to assess the condition of the structure, exterior walls, roofing, interior structure and S-101 mechanical and electrical systems. The resulting reports indicated deferred maintenance items and/or recommended capital improvements on the Mortgaged Properties. Generally, with respect to a majority of Mortgaged Properties, the related borrowers were required to deposit with the lender an amount equal to at least 100% of the licensed engineer's estimated cost of the recommended repairs, corrections or replacements to assure their completion; provided, however, with respect to Mortgage Loans originated by Artesia Mortgage Capital Corporation, such reserves are generally not required for repairs when the estimated cost is less than $10,000. Earthquake Analyses. An architectural and/or engineering consultant performed an analysis on certain Mortgaged Properties located in areas considered to be an earthquake risk, which includes California, in order to evaluate the structural and seismic condition of the property and to assess, based primarily on statistical information, the maximum probable loss for the property in an earthquake scenario. The resulting reports concluded that in the event of an earthquake, two of the Mortgaged Properties are likely to suffer a probable maximum loss in excess of 20% of the amount of the estimated replacement cost of the improvements located on the related Mortgaged Property. There is earthquake insurance in place with respect to one of the Mortgaged Properties securing 1 Mortgage Loan (loan number 54), representing 0.4% of the Cut-Off Date Pool Balance (0.5% of the Cut-Off Date Group 1 Balance). CO-LENDER LOANS General. Eleven (11) Mortgage Loans (loan number 1, the "175 West Jackson Loan", loan number 2, the "Coastal Grand Mall Loan", loan number 3, the "180 Maiden Lane Loan", loan number 20, the "Penn's Purchase Loan", loan number 22, the "Torrington Commons Loan", loan number 32, the "Hampton Inn Loan", loan number 56, the "Chapel Park Apartments Loan", and loan numbers 7, 46, 53 and 87, collectively the "ADG Portfolio Loans") (collectively, the "Co-Lender Loans") originated by Wachovia Bank, National Association are each evidenced by one of two or more notes each secured by a single mortgage and a single assignment of leases and rents. In addition to the Co-Lender Loans, certain other mortgage loans have additional debt. See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates Additional Risks". The 175 West Jackson Loan is part of a split loan structure in which 1 companion loan (the "175 West Jackson Pari Passu Loan", together with the 175 West Jackson Loan, the "175 West Jackson Senior Loans") is pari passu in right of entitlement to payment with the 175 West Jackson Loan and 1 companion loan (the "175 West Jackson Subordinate Companion Loan", together with the 175 West Jackson Pari Passu Loan, the "175 West Jackson Companion Loans") is subordinate in its right of entitlement to payment to the 175 West Jackson Senior Loans. The 175 West Jackson Companion Loans and the 175 West Jackson Loan are referred to collectively herein as the "175 West Jackson Whole Loan". The 175 West Jackson Loan has a Cut-Off Date Balance of $112,500,000, representing 9.7% of the Cut-Off Date Pool Balance (11.3% of the Cut-Off Date Group 1 Balance). The 175 West Jackson Subordinate Companion Loan is included in the Trust Fund and has a Cut-Off Date Balance of $55,000,000; however, the 175 West Jackson Subordinate Companion Loan will support only the Class 175WJ Certificates and amounts allocated to the 175 West Jackson Subordinate Companion Loan will not be part of the funds available for distributions to holders of the other Certificates as more fully described herein. The 175 West Jackson Pari Passu Loan will not be included in the Trust Fund. See "--175 West Jackson Loan" below. One (1) Mortgage Loan (the Coastal Grand Mall Loan) is part of a split loan structure, which has 2 companion loans (the "Coastal Grand Mall Companion Loans") that are subordinate in their right of entitlement to payment to the Coastal Grand Mall Loan and pari passu in their right of entitlement to payment to one another. See "--Coastal Grand Mall Loan" below. The 180 Maiden Lane Loan is part of a split loan structure in which 1 companion loan (the "180 Maiden Lane Pari Passu Loan", together with the 180 Maiden Lane Loan, the "180 Maiden Lane Senior Loans") is pari passu in right of entitlement to payment with the 180 Maiden Lane Loan and 2 companion loans are subordinate in their right of entitlement to payment to the 180 Maiden Lane Senior Loans. One of the subordinate companion loans (the "180 Maiden Lane Non-Trust Subordinate Companion Loan") S-102 is subordinate in its right of entitlement to payment to the other subordinate companion loan (the "180 Maiden Lane Trust Subordinate Companion Loan", together with the 180 Maiden Lane Pari Passu Loan and the 180 Maiden Lane Non-Trust Subordinate Companion Loan, the "180 Maiden Lane Companion Loans"). The 180 Maiden Lane Companion Loans and the 180 Maiden Lane Loan are referred to collectively herein as the "180 Maiden Lane Whole Loan". The 180 Maiden Lane Loan has a Cut-Off Date Balance of $93,000,000, representing 8.0% of the Cut-Off Date Pool Balance (9.3% of the Cut-Off Date Group 1 Balance). The 180 Maiden Lane Trust Subordinate Companion Loan is included in the Trust Fund and has a Cut-Off Date Balance of $69,500,000; however, the 180 Maiden Lane Trust Subordinate Companion Loan will support only the Class 180ML Certificates and amounts allocated to the 180 Maiden Lane Trust Subordinate Companion Loan will not be part of the funds available for distributions to holders of the other Certificates as more fully described herein. The 180 Maiden Lane Pari Passu Loan and the 180 Maiden Lane Non-Trust Subordinate Companion Loan will not be included in the Trust Fund. See "--180 Maiden Lane Loan" below. Eight (8) Mortgage Loans (each of the 4 ADG Portfolio Loans, the Penn's Purchase Loan, the Torrington Commons Loan, the Hampton Inn Loan and the Chapel Park Apartments Loan (collectively, the "CBA Loans")) are part of split loan structures, which in each case, have 1 companion loan (collectively, the "CBA Companion Loans") that is subordinate in its right of entitlement to payment to the related CBA Loan. See "--CBA Loans" below. The 175 West Jackson Companion Loans, the 180 Maiden Lane Companion Loans, the CBA Companion Loans and the Coastal Grand Mall Companion Loans are referred to herein as the "Companion Loans". None of the Companion Loans, except for the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan, are included in the Trust Fund. The 175 West Jackson Pari Passu Loan and the 180 Maiden Lane Pari Passu Loan are collectively referred to herein as the "Pari Passu Companion Loans". The Companion Loans, except for the Pari Passu Companion Loans, are collectively referred to herein as the "Subordinate Companion Loans". The CBA Loans together with their respective CBA Companion Loans are referred to herein as the "CBA Whole Loans", and the Coastal Grand Mall Loan and the Coastal Grand Mall Companion Loans are referred to herein as the "Coastal Grand Mall Whole Loan" (together with the CBA Whole Loans, the 175 West Jackson Whole Loan and the 180 Maiden Lane Whole Loan, the "Whole Loans"). Wachovia Bank, National Association is the holder of the 180 Maiden Lane Pari Passu Loan, the 180 Maiden Lane Non-Trust Subordinate Companion Loan and the 175 West Jackson Pari Passu Loan. Entities that are not affiliated with the Mortgage Loan Sellers are the holders of the CBA Companion Loans and the Coastal Grand Mall Companion Loans. The Trust Fund will be the holder of the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan. With respect to the 175 West Jackson Loan, the terms of the related intercreditor agreement (the "175 West Jackson Intercreditor Agreement") provide that the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan are of equal priority with each other and no portion of either loan will have priority or preference over the other and that the 175 West Jackson Subordinate Companion Loan is subordinate in certain respects to the 175 West Jackson Senior Loans. With respect to the 180 Maiden Lane Loan, the terms of the related intercreditor agreement (the "180 Maiden Lane Intercreditor Agreement") provide that the 180 Maiden Lane Loan and the 180 Maiden Lane Pari Passu Loan are of equal priority with each other and no portion of either loan will have priority or preference over the other, that the 180 Maiden Lane Trust Subordinate Companion Loan is subordinate in certain respects to the 180 Maiden Lane Senior Loans, and that the 180 Maiden Lane Non-Trust Subordinate Companion Loan is subordinate in certain respects to the 180 Maiden Lane Senior Loans and the 180 Maiden Lane Trust Subordinate Companion Loan. With respect to the Coastal Grand Mall Loan, the terms of the related intercreditor agreement (the "Coastal Grand Mall Intercreditor Agreement") provide that the Coastal Grand Mall Companion Loans are subordinate in certain respects to the Coastal Grand Mall Loan. With respect to the CBA Loans, the terms of the related intercreditor agreements (collectively, the "CBA Intercreditor Agreements", and together with the 175 West Jackson Intercreditor Agreement, the 180 Maiden Lane Intercreditor S-103 Agreement and the Coastal Grand Mall Intercreditor Agreement, the "Intercreditor Agreements") provide that the CBA Companion Loans are subordinate in certain respects to the related CBA Loans. The following table presents certain information with respect to the Co-Lender Loans: CUT-OFF DATE PRINCIPAL CUT-OFF DATE CUT-OFF DATE BALANCE OF PRINCIPAL BALANCE PRINCIPAL WHOLE LOAN WHOLE LOAN MORTGAGE OF SENIOR BALANCE OF UNDERWRITTEN CUT-OFF DATE MORTGAGE LOAN LOAN COMPONENTS WHOLE LOAN DSCR LTV - ------------------------------- --------------- ------------------- --------------- -------------- ------------- 175 West Jackson .............. $112,500,000 $225,000,000 $280,000,000 1.38x 66.2% Coastal Grand Mall ............ $ 99,834,321 $ 99,834,321 $117,834,321 1.48x 71.0% 180 Maiden Lane ............... $ 93,000,000 $186,000,000 $292,000,000 1.66x 81.1% ADG MHP Pool One .............. $ 30,480,000 $ 30,480,000 $ 32,385,198 1.21x 85.0% Penn's Purchase II ............ $ 14,611,158 $ 14,611,158 $ 15,586,267 1.39x 79.9% Torrington Commons ............ $ 13,650,000 $ 13,650,000 $ 14,499,888 1.22x 84.8% Hampton Inn & Suites - Islamorada, FL ............... $ 11,816,809 $ 11,816,809 $ 12,661,715 1.30x 74.9% ADG - Lannon Estates .......... $ 5,832,000 $ 5,832,000 $ 6,196,538 1.14x 85.0% ADG - Cedar Crossing Apartments ................... $ 4,640,000 $ 4,640,000 $ 4,930,030 1.27x 85.0% Chapel Park Apartments ........ $ 4,275,889 $ 4,275,889 $ 4,543,419 1.11x 81.9% ADG - Forest Down Apartments ................... $ 1,232,000 $ 1,232,000 $ 1,309,008 1.10x 85.0% 175 West Jackson Loan Servicing Provisions of the 175 West Jackson Intercreditor Agreement. Pursuant to the terms of the 175 West Jackson Intercreditor Agreement, the 175 West Jackson Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable. The 175 West Jackson Intercreditor Agreement provides that expenses, losses and shortfalls relating to the 175 West Jackson Whole Loan will be allocated first, to the holder of the 175 West Jackson Subordinate Companion Loan and thereafter, to the 175 West Jackson Senior Loans, pro rata and pari passu. Prior to a 175 West Jackson Control Appraisal Period, the holder of the 175 West Jackson Subordinate Companion Loan will have the right to consult with and advise the Special Servicer with respect to the 175 West Jackson Whole Loan; following the occurrence and during the continuance of a 175 West Jackson Control Appraisal Period, the holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan will have such rights as provided in the 175 West Jackson Intercreditor Agreement. The holders of the Class 175WJ Certificates will be entitled to exercise the rights and powers granted to the 175 West Jackson Subordinate Noteholder. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. A "175 West Jackson Control Appraisal Period" will exist if, and for so long as, the initial principal balance of the 175 West Jackson Subordinate Companion Loan (minus (i) the sum of any principal payments (whether as scheduled amortization, principal prepayments or otherwise) allocated to, and received on, the 175 West Jackson Subordinate Companion Loan after the Cut-Off Date, (ii) any Appraisal Reduction Amount for the 175 West Jackson Whole Loan and (iii) Realized Losses with respect to the 175 West Jackson Whole Loan) is less than 25% of its initial principal balance. In the event that the 175 West Jackson Loan is in default, the majority holder of the Class 175WJ Certificates will have an option (the "175 West Jackson Purchase Option") to purchase the 175 West Jackson Loan together with the 175 West Jackson Pari Passu Loan from the Trust Fund and the holder of the 175 West Jackson Pari Passu Loan at a price (the "175 West Jackson Loan Option Price") generally equal to the unpaid principal balance of the 175 West Jackson Whole Loan, plus accrued and unpaid interest on such balance, all related unreimbursed Advances, together with accrued and unpaid interest on all Advances and all accrued Special Servicing Fees allocable to the 175 West Jackson Whole Loan whether paid or unpaid and any other expenses relating to the 175 West Jackson Whole Loan. If the S-104 majority holder of the Class 175WJ Certificates fails to exercise this option within the time period set forth in the Pooling and Servicing Agreement, certain other parties may have the right to exercise the related 175 West Jackson Loan Purchase Option as described under "SERVICING OF THE MORTGAGE LOANS--Defaulted Mortgage Loans; REO Properties; Purchase Option" in this prospectus supplement. So long as no 175 West Jackson Control Appraisal Period has occurred and is continuing, and all of the holders of the Class 175WJ Certificates unanimously agree, the holders of the Class 175WJ Certificates will be entitled to cure a monetary event of default under the 175 West Jackson Whole Loan within 5 business days of receipt of notice from the Master Servicer, subject to certain limitations set forth in the 175 West Jackson Intercreditor Agreement. In connection with the exercise of a cure right, the holders of the Class 175WJ Certificates must pay or reimburse the Master Servicer, the Special Servicer, the Trustee and any other appropriate person for all unreimbursed Advances and unpaid fees with respect to the 175 West Jackson Whole Loan, together with interest thereon, and any other expenses incurred by the Trust Fund in respect of the 175 West Jackson Whole Loan. Application of Payments. Under the terms of the 175 West Jackson Intercreditor Agreement, prior to the occurrence and continuance of a monetary event of default or other material non monetary event of default with respect to the 175 West Jackson Whole Loan (or, if such a default has occurred, but the majority holder of the Class 175WJ Certificates has cured such a default), after payment of amounts payable or reimbursable under the Pooling and Servicing Agreement, payments and proceeds received with respect to the 175 West Jackson Whole Loan will generally be paid in the following manner: first, each holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan will receive accrued and unpaid interest on its outstanding principal balance at its interest rate, pro rata; second, any scheduled principal payments will be paid to each of the holders of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan, pro rata, based on the principal balance of the 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan and the 175 West Jackson Subordinate Companion Loan; third, the holder of the 175 West Jackson Subordinate Companion Loan will receive accrued and unpaid interest on its outstanding principal balance at its interest rate; fourth, any scheduled principal payments will be paid to the holder of the 175 West Jackson Subordinate Companion Loan, pro rata, based on the principal balance of the 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan and the 175 West Jackson Subordinate Companion Loan; fifth, any unscheduled principal payments will be paid to the holder of the 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan and the 175 West Jackson Subordinate Companion Loan, pro rata, based on the principal balance of each such loan, first to the 175 West Jackson Senior Loans and then to the 175 West Jackson Subordinate Companion Loan; sixth, any prepayment premiums that are allocable to the 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan, and the 175 West Jackson Subordinate Companion Loan, to the extent actually paid by the borrower, will be paid pro rata to the holder of the 175 West Jackson Loan, the holder of the 175 West Jackson Pari Passu Loan, and the holder of the 175 West Jackson Subordinate Companion Loan; seventh, any default interest (in excess of the interest paid in accordance with clauses first and third above) will be paid to each of the holders of the 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan and the 175 West Jackson Subordinate Companion Loan, on a pro rata basis in accordance with the respective principal balance of each loan, first to each holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan and then to the holder of the 175 West Jackson Subordinate Companion Loan; eighth, the holder of the 175 West Jackson Subordinate Companion Loan will receive the amount of any unreimbursed cure payments made by such holder; and ninth, if any excess amount is paid by the borrower, and not otherwise applied in accordance with the foregoing clauses first through eighth above, such amount will be paid to each of the holders of the 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan and the 175 West Jackson Subordinate S-105 Companion Loan on a pro rata basis in accordance with the respective initial principal balance of each loan, first to each holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan and then to the holder of the 175 West Jackson Subordinate Companion Loan. 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 175 West Jackson Whole Loan (unless the 175 West Jackson Representative has cured such a default), after payment of all amounts then payable or reimbursable under the Pooling and Servicing Agreement, liquidation proceeds and other collections with respect to the 175 West Jackson Whole Loan will generally be applied in the following manner: first, each holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan will receive accrued and unpaid interest on its outstanding principal balance at its interest rate, pro rata; second, any scheduled principal payments will be paid to each holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan, pro rata, based on the principal balance of each such loan; third, the holder of the 175 West Jackson Subordinate Companion Loan will receive accrued and unpaid interest on its outstanding principal balance at its interest rate; fourth, any remaining principal payments will be paid to each holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan, pro rata, until the principal balance of the related loan is reduced to zero; fifth, the holder of the 175 West Jackson Subordinate Companion Loan will receive an amount up to its principal balance, until such principal balance is reduced to zero; sixth, if the proceeds of any foreclosure sale or any liquidation of the 175 West Jackson Whole Loan or the 175 West Jackson Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fifth and, as a result of a workout, the principal balance of either the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan on the one hand, and the 175 West Jackson Subordinate Companion Loan on the other hand have been reduced, such excess amount will first be paid to the holder of the 175 West Jackson Loan and the holder of the 175 West Jackson Pari Passu Loan, pro rata, in an amount up to the reduction, if any, of the respective principal balance as a result of such workout, and then to the holder of the 175 West Jackson Subordinate Companion Loan in an amount up to the reduction, if any, of its principal balance as a result of such workout; seventh, any prepayment premiums that are allocable to the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan on the one hand, and the 175 West Jackson Subordinate Companion Loan on the other hand, to the extent actually paid by the borrower, will be paid first to the holder of the 175 West Jackson Loan and the holder of the 175 West Jackson Pari Passu Loan, pro rata, and then to the holder of the 175 West Jackson Subordinate Companion Loan, respectively; eighth, any default interest in excess of the interest paid in accordance with clauses first and third above, will be paid first to the holder of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan, pro rata, and then to the holder of the 175 West Jackson Subordinate Companion Loan, based on the total amount of default interest then owing to each such party; ninth, the holder of the 175 West Jackson Subordinate Companion Loan will receive the amount of any unreimbursed cure payments made by such holder; and tenth, if any excess amount is paid by the borrower that is not otherwise applied in accordance with the foregoing clauses first through ninth or the proceeds of any foreclosure sale or any liquidation of the 175 West Jackson Whole Loan or the related Mortgaged Property are received in excess of the amounts required to be applied in accordance with the foregoing clauses first through ninth, such amount will generally be paid, pro rata, first to the holders of the 175 West Jackson Loan and 175 West Jackson Pari Passu Loan (on a pro rata basis) on the one hand, and then to the holder of the 175 West Jackson Subordinate Companion Loan on the other hand, in accordance with the respective initial principal balances of each loan. Coastal Grand Mall Loan Servicing Provisions of the Coastal Grand Mall Intercreditor Agreement. Pursuant to the terms of the Coastal Grand Mall Intercreditor Agreement, the Coastal Grand Mall Whole Loan will be serviced S-106 and administered pursuant to the terms of the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable, on behalf of the holders of the various notes (as a collective whole). With respect to the Coastal Grand Mall Loan, for so long as the aggregate initial principal balance of the Coastal Grand Mall Companion Loans, less the sum of (x) any payments of principal (whether as principal prepayments or otherwise) received on the Coastal Grand Mall Companion Loans and (y) any appraisal reduction amounts and realized losses allocated to the Coastal Grand Mall Companion Loans is less than or equal to 25% of the aggregate initial principal balance of the Coastal Grand Mall Companion Loans (so long as the Coastal Grand Mall Companion Loans are not held by the borrower or any affiliate), one of the holders of the Coastal Grand Mall Companion Loans will be entitled to advise or direct the Special Servicer with respect to certain actions, including, any foreclosure of the ownership of the Mortgaged Property and certain material modifications of the Coastal Grand Mall Whole Loan. In the event that any monetary default or, to the extent that the Master Servicer has knowledge thereof, non-monetary default exists with respect to the Coastal Grand Mall Loan, the holders of the Coastal Grand Mall Companion Loans (so long as the Coastal Grand Mall Companion Loans are not held by the borrower or any affiliate) will be entitled to (i) cure such default within 5 business days of receipt of notice from the Master Servicer with respect to monetary defaults and within 30 days of receipt of notice from the Master Servicer with respect to non-monetary defaults (provided that the holders of the Coastal Grand Mall Companion Loans may not cure more than 3 successive monetary defaults or 4 non-monetary defaults, and provided further, that such holders are limited to 5 total cures of monetary defaults over the life of the Coastal Grand Mall Whole Loan) and/or (ii) purchase the Coastal Grand Mall Loan from the Trust Fund after the expiration of the cure period subject to the conditions contained in the Coastal Grand Mall Intercreditor Agreement. In addition, the holder of the Coastal Grand Mall Companion Loan will have the right to purchase the related mortgaged property if such mortgaged property becomes an REO Property, subject to the conditions contained in the Coastal Grand Mall Intercreditor Agreement. The purchase price will generally equal the unpaid aggregate principal balance of the Coastal Grand Mall Loan, together with all unpaid interest thereon (other than default interest) at the related mortgage rate and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the Coastal Grand Mall Loan is responsible and if the borrower or an affiliate holds one or more of the Coastal Grand Mall Companion Loans or an interest therein, any and all amounts due and owing under the loan documents or Pooling and Servicing Agreement with respect to the Coastal Grand Mall Whole Loan, including, without limitation, any prepayment premium, yield maintenance premium or exit fees then applicable to the voluntary or involuntary prepayment of the loan, any late fees and any and all other costs and expenses. Application of Payments. Pursuant to the Coastal Grand Mall Intercreditor Agreement, prior to the occurrence and continuance of an event of default with respect to the Coastal Grand Mall Loan, the acceleration of the Coastal Grand Mall Loan, the Coastal Grand Mall Loan becoming a specially serviced loan as a result of an event of default or the occurrence of the maturity date, after payment or reimbursement of the fees due to the Master Servicer, any Additional Trust Fund Expenses and/or advances or other fees, costs or expenses related to or allocable to the Coastal Grand Mall Loan or the Coastal Grand Mall Companion Loans, all payments and proceeds (of whatever nature) received with respect to the Coastal Grand Mall Loan and the Coastal Grand Mall Companion Loan will be paid in the following manner: first, to the holder of the Coastal Grand Mall Loan in an amount equal to the accrued and unpaid interest due thereon; second, to the holder of the Coastal Grand Mall Loan in an amount equal to its pro rata portion (based upon the outstanding principal balance of the Coastal Grand Mall Loan and the Coastal Grand Mall Companion Loans) of the principal payments received, if any (other than any principal prepayments allocated to the Coastal Grand Mall Companion Loans); third, to the holders of the Coastal Grand Mall Companion Loans, pro rata and pari passu, in an amount equal to the accrued and unpaid interest due thereon; fourth, to the holders of the Coastal Grand Mall Companion Loans, pari passu, in an amount equal to their pro rata portion (based upon the outstanding principal balance of the Coastal Grand Mall Loan S-107 and the Coastal Grand Mall Companion Loans) of the principal payments received, if any (other than any principal prepayments allocated to the Coastal Grand Mall Companion Loans); fifth, to the holders of the Coastal Grand Mall Companion Loans, in amounts equal to any principal prepayments allocated to the reduction of the related note balances (to not less than zero); sixth, to the holder of the Coastal Grand Mall Loan and the holders of the Coastal Grand Mall Companion Loans, pro rata (based upon the outstanding principal balance of the Coastal Grand Mall Loan and the Coastal Grand Mall Companion Loans), in an amount equal to any prepayment premiums actually paid; seventh, to the holders of the Coastal Grand Mall Companion Loans, pari passu, up to the amount of any unreimbursed costs and expenses; and eighth, any excess, pro rata, to the holder of the Coastal Grand Mall Loan and the holders of the Coastal Grand Mall Companion Loans based upon their outstanding principal balances. After the occurrence of and during the continuance of an event of default with respect to the Coastal Grand Mall Loan, the acceleration of the Coastal Grand Mall Loan, the Coastal Grand Mall Loan becoming a specially serviced loan as a result of an event of default or the occurrence of the maturity date, after payment or reimbursement of the fees due to the Master Servicer, any Additional Trust Fund Expenses and/or advances or other fees, costs or expenses related to or allocable to the Coastal Grand Mall Loan or the related Companion Loan, all payments and proceeds (of whatever nature) received with respect to the Coastal Grand Mall Loan and the Coastal Grand Mall Companion Loan will be paid in the following manner: first, to the holder of the Coastal Grand Mall Loan, in an amount equal to accrued and unpaid interest thereon; second, to the holder of the Coastal Grand Mall Loan, in an amount equal to the principal balance of the Coastal Grand Mall Loan until paid in full; third, to the holder of the Coastal Grand Mall Loan, in an amount equal to any prepayment premium actually paid, allocable to the Coastal Grand Mall Loan; fourth, to the holder of the Coastal Grand Mall Loan in an amount equal to any default interest accrued thereon; fifth, to the holders of the Coastal Grand Mall Companion Loans, pro rata and pari passu, in an amount equal to accrued and unpaid interest thereon; sixth, to the holders of the Coastal Grand Mall Companion Loans, pro rata and pari passu, in an amount equal to the principal balance of the Coastal Grand Mall Companion Loans until paid in full; seventh, to the holders of the Coastal Grand Mall Companion Loans, pro rata and pari passu, in an amount equal to any prepayment premium actually paid, allocable to the Coastal Grand Mall Companion Loans; eighth, to the holders of the Coastal Grand Mall Companion Loans, pari passu, in an amount equal to any default interest accrued on the respective notes; ninth, to the holders of the Coastal Grand Mall Companion Loans, pari passu, up to the amount of any unreimbursed costs and expenses; and tenth, any excess, pro rata, to the holder of the Coastal Grand Mall Loan and the holders of the Coastal Grand Mall Companion Loans based upon their outstanding principal balances. Notwithstanding anything else contained herein with respect to the Coastal Grand Mall Loan, for so long as any interest in either Coastal Grand Mall Companion Loan is held by the related borrower or any affiliate of such borrower, the holder or holders of such Coastal Grand Mall Companion Loan will have no rights under the related Intercreditor Agreement, other than the right to receive distributions. Accordingly, the notice and control rights of the Coastal Grand Mall Companion Loans with respect to the Coastal Grand Mall Loan detailed in this prospectus supplement will be inapplicable with respect to S-108 the Coastal Grand Mall Companion Loans for so long as such Coastal Grand Mall Companion Loans are held by the related borrower or any affiliate of the borrower. It is expected that, as of the Closing Date, the holders of the Coastal Grand Mall Companion Loans will be affiliates of the related borrower. 180 Maiden Lane Loan Servicing Provisions of the 180 Maiden Lane Intercreditor Agreement. Pursuant to the terms of the 180 Maiden Lane Intercreditor Agreement, the 180 Maiden Lane Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable, on behalf of the holders of the various notes (as a collective whole). The 180 Maiden Lane Intercreditor Agreement provides that expenses, losses and shortfalls relating to the 180 Maiden Lane Whole Loan will be allocated first, to the holders of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, second, to the holders of the 180 Maiden Lane Trust Subordinate Companion Loan and thereafter, pro rata and pari passu, to the 180 Maiden Lane Senior Loans. With respect to the 180 Maiden Lane Loan, the Master Servicer and Special Servicer will service and administer the 180 Maiden Lane Loan and each of the 180 Maiden Lane Companion Loans pursuant to the Pooling and Servicing Agreement and the 180 Maiden Lane Intercreditor Agreement for so long as the 180 Maiden Lane Loan or the 180 Maiden Lane Trust Subordinate Companion Loan is part of the Trust Fund. If the principal amount of the 180 Maiden Lane Trust Subordinate Companion Loan or the 180 Maiden Lane Non-Trust Subordinate Companion Loan, less any existing related Appraisal Reduction Amount, is at least equal to 25% of the original principal amount of such Companion Loan, the holder of the most subordinated such Companion Loan, or an advisor on its behalf, will be entitled to advise and direct the Master Servicer and/or Special Servicer with respect to certain matters, including, among other things, foreclosure or material modifications of the 180 Maiden Lane Loan. However, no advice or direction may require or cause the Master Servicer or the Special Servicer to violate any 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. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. In the event of certain defaults under the 180 Maiden Lane Loan or any of the 180 Maiden Lane Companion Loans, the holder of the most subordinated 180 Maiden Lane Companion Loan then remaining will be entitled to (i) cure such default within 5 business days of receipt of notice from the Master Servicer with respect to monetary defaults and within 20 days (which 20-day period may be extended by an additional 5-day period) of receipt of notice from the Master Servicer with respect to non-monetary defaults and/or (ii) purchase the 180 Maiden Lane Loan from the Trust Fund after the expiration of the cure period subject to the conditions contained in the 180 Maiden Lane Intercreditor Agreement. Upon exercising its right to purchase the 180 Maiden Lane Loan, such holder of a 180 Maiden Lane Companion Loan will also be required to purchase all of the other 180 Maiden Lane Companion Loans senior to the 180 Maiden Lane Companion Loan held by such holder. The purchase price will generally equal the unpaid aggregate principal balance of the 180 Maiden Lane Loan and the 180 Maiden Lane Companion Loans being purchased, together with all unpaid interest thereon (other than default interest) at the related mortgage rate and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the 180 Maiden Lane Loan is responsible; provided, however, that the purchase price shall not (i) be reduced by any outstanding P&I Advance, (ii) include any prepayment premium, late payment charge, default interest or exit fees or (iii) include any Liquidation Fee or Workout Fee payable to the Special Servicer pursuant to the Pooling and Servicing Agreement, but shall include, in the event the purchase price is being calculated in connection with the purchase of REO Property, any and all costs and expenses incurred by the trust during the time it owned the Mortgaged Property, net of all cash receipts from the Mortgaged Property actually received by the trust during such period, and any and all costs and expenses incurred by the trust in connection with the transfer of the Mortgaged Property to such purchasing holder, including, without limitation, reasonable attorneys fees and expenses, and any transfer or gains or similar taxes and fees paid in connection with such transfer. Application of Payments. Pursuant to the 180 Maiden Lane Intercreditor Agreement, to the extent described below: (a) the rights of the holder of the 180 Maiden Lane Pari Passu Loan to receive payments with respect to the 180 Maiden Lane Pari Passu Loan are pari passu to the rights of the trust to receive S-109 payments with respect to the 180 Maiden Lane Loan; (b) the rights of the holder of the 180 Maiden Lane Trust Subordinate Companion Loan to receive payments with respect to the 180 Maiden Lane Trust Subordinate Companion Loan are subordinated to the rights of the trust to receive payments with respect to the 180 Maiden Lane Loan and the rights of the holder of the 180 Maiden Lane Pari Passu Loan; and (c) the rights of the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan to receive payments with respect to the 180 Maiden Lane Non-Trust Subordinate Companion Loan are subordinated to the rights of the holder of the 180 Maiden Lane Trust Subordinate Companion Loan to receive payments with respect to the 180 Maiden Lane Trust Subordinate Companion Loan and the rights of the holder of the 180 Maiden Lane Loan and the 180 Maiden Lane Pari Passu Loan to receive payments with respect to the 180 Maiden Lane Loan and the 180 Maiden Lane Pari Passu Loan, respectively. Prior to the occurrence of an event of default with respect to the 180 Maiden Lane Loan or prior to a Servicing Transfer Event related to the 180 Maiden Lane Loan, after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the 180 Maiden Lane Loan or the 180 Maiden Lane Companion Loans, all payments and proceeds (of whatever nature) received with respect to the 180 Maiden Lane Loan and the 180 Maiden Lane Companion Loans will be paid in the following manner: first, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to interest due with respect to the 180 Maiden Lane Senior Loans; second, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to (A) the principal payments due and payable, if any, with respect to the 180 Maiden Lane Senior Loans, and (B) the pro rata portion (based on the outstanding principal balance of the 180 Maiden Lane Whole Loan) of any prepayments, including condemnation and casualty proceeds applied to repayment of the 180 Maiden Lane Whole Loan; third, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to any unreimbursed realized losses previously allocated to the 180 Maiden Lane Senior Loans; fourth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to interest due with respect to the 180 Maiden Lane Trust Subordinate Companion Loan; fifth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any unreimbursed cure payments relating to the 180 Maiden Lane Senior Loans paid by the holder of the 180 Maiden Lane Trust Subordinate Companion Loan; sixth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to (A) principal payments due and payable with respect to the 180 Maiden Lane Trust Subordinate Loan and (B) the pro rata (based on outstanding principal balance of the 180 Maiden Lane Whole Loan) portion of any prepayments, including condemnation and casualty proceeds applied to repayment of the 180 Maiden Lane Whole Loan; seventh, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any unreimbursed realized losses previously allocated to the 180 Maiden Lane Trust Subordinate Companion Loan; eighth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed cure payments relating to the 180 Maiden Lane Senior Loans paid by the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan; ninth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed cure payments relating to the 180 Maiden Lane Trust Subordinate Companion Loan paid by the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan; tenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to interest due with respect to the 180 Maiden Lane Non-Trust Subordinate Companion Loan, S-110 eleventh, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to (A) principal payments due and payable with respect to the 180 Maiden Lane Non-Trust Subordinate Loan, if any, and (B) the pro rata (based on outstanding principal balance of the 180 Maiden Lane Whole Loan) portion of any prepayments, including condemnation and casualty proceeds applied to repayment of the 180 Maiden Lane Whole Loan; twelfth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed realized losses previously allocated to the 180 Maiden Lane Non-Trust Subordinate Companion Loan; thirteenth, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to any default interest due on the 180 Maiden Lane Senior Loans; provided, however, that any default interest which accrued during any period for which the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan made cure payments will instead be paid to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan and any default interest which accrued during any period for which the holder of the 180 Maiden Lane Trust Subordinate Companion Loan made cure payments will instead be paid to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan; fourteenth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any default interest due on the 180 Maiden Lane Trust Subordinate Companion Loan; provided, however, that any default interest which accrued during any period for which the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan made cure payments will instead be paid to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan; fifteenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any default interest due on the 180 Maiden Lane Non-Trust Subordinate Companion Loan; sixteenth, pro rata (based on the ratio of the prepayment premiums due to each note under the 180 Maiden Lane Whole Loan), among the holder of the 180 Maiden Lane Loan, the holder of the 180 Maiden Lane Pari Passu Loan, the holder of the 180 Maiden Lane Trust Subordinate Companion Loan and the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any prepayment premiums actually received; seventeenth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any unreimbursed costs and expenses related to the 180 Maiden Lane Trust Whole Loan; eighteenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed costs and expenses related to the 180 Maiden Lane Whole Loan; and nineteenth, pro rata (based on the initial principal balance of the 180 Maiden Lane Whole Loan), among the holder of the 180 Maiden Lane Loan, the holder of the 180 Maiden Lane Pari Passu Loan, the holder of the 180 Maiden Lane Trust Subordinate Companion Loan and the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, any excess. Following the occurrence and during the continuance of an event of default with respect to the 180 Maiden Lane Loan or such mortgage loan becoming a specially serviced mortgage loan pursuant to the 180 Maiden Lane Intercreditor Agreement, and subject to the right to purchase the 180 Maiden Lane Loan from the Trust Fund by the holder of the 180 Maiden Lane Trust Subordinate Companion Loan or the 180 Maiden Lane Non-Trust Subordinate Companion Loan, as applicable, after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the 180 Maiden Lane Loan and each of the 180 Maiden Lane Companion Loans, all payments and proceeds (of whatever nature) on the 180 Maiden Lane Loan and the 180 Maiden Lane Companion Loans will be paid in the following manner: first, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to interest due and payable with respect to the 180 Maiden Lane Senior Loans; S-111 second, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to the regularly scheduled principal due and payable with respect to the 180 Maiden Lane Senior Loans, if any; third, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to interest due and payable with respect to the 180 Maiden Lane Trust Subordinate Companion Loan; fourth, pro rata, (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to the principal balance of the 180 Maiden Lane Senior Loans, until paid in full; fifth, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to any unreimbursed realized losses previously allocated to the 180 Maiden Lane Senior Loans; sixth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any unreimbursed cure payments paid by the holder of such 180 Maiden Lane Trust Subordinate Companion Loan; seventh, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to the principal balance of the 180 Maiden Lane Trust Subordinate Companion Loan, until paid in full; eighth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any unreimbursed losses previously allocated to the 180 Maiden Lane Trust Subordinate Companion Loan; ninth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed cure payments relating to the 180 Maiden Lane Trust Subordinate Companion Loan paid by the holder of such 180 Maiden Lane Non-Trust Subordinate Companion Loan; tenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed cure payments relating to the 180 Maiden Lane Senior Loans paid by the holder of such 180 Maiden Lane Non-Trust Subordinate Companion Loan; eleventh, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to interest due with respect to such 180 Maiden Lane Non-Trust Subordinate Companion Loan, twelfth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to principal balance of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, until paid in full; thirteenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed losses previously allocated to the 180 Maiden Lane Non-Trust Subordinate Companion Loan; fourteenth, pro rata (based on the outstanding principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to any default interest due on the 180 Maiden Lane Senior Loans; provided, however, that any default interest which accrued during any period for which the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan made cure payments will instead be paid to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan and any default interest which accrued during any period for which the holder of the 180 Maiden Lane Trust Subordinate Companion Loan made cure payments will instead be paid to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan; fifteenth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any default interest due on the 180 Maiden Lane Trust Subordinate Companion Loan; provided, S-112 however, that any default interest which accrued during any period for which the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan made cure payments will instead be paid to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan; sixteenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any default interest due on the 180 Maiden Lane Non-Trust Subordinate Companion Loan; seventeenth, pro rata (based on the initial principal balance of the 180 Maiden Lane Senior Loans), between the holder of the 180 Maiden Lane Loan and the holder of the 180 Maiden Lane Pari Passu Loan, in an amount equal to any prepayment premiums payable with respect to the 180 Maiden Lane Senior Loans; eighteenth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any prepayment premiums payable with respect to the 180 Maiden Lane Trust Subordinate Companion Loan; nineteenth, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any prepayment premiums payable with respect to the 180 Maiden Lane Non-Trust Subordinate Companion Loan; twentieth, to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan, in an amount equal to any unreimbursed costs and expenses related to the 180 Maiden Lane Whole Loan; twenty-first, to the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, in an amount equal to any unreimbursed costs and expenses related to the 180 Maiden Lane Whole Loan; and twenty-second, pro rata (based on the initial principal balance of the 180 Maiden Lane Whole Loan), to the holder of the 180 Maiden Lane Loan, the holder of the 180 Maiden Lane Pari Passu Loan, the holder of the 180 Maiden Lane Trust Subordinate Companion Loan and the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, any excess. CBA Loans Servicing Provisions of the CBA Intercreditor Agreements. With respect to the CBA Loans, the Master Servicer and Special Servicer will service and administer each CBA Loan and the related CBA Companion Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreements for so long as such CBA Loan is part of the Trust Fund. The Master Servicer and/or Special Servicer may not enter into amendments, modifications or extensions of a CBA Loan or the related CBA Companion Loan without the consent of the holder of the related CBA Companion Loan if the proposed amendment, modification or extension adversely affects the holder of such CBA Companion Loan in a material manner; provided, however, that such consent right will expire when the repurchase period described in the next paragraph expires. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. In the event that (i) any payment of principal or interest on a CBA Loan or CBA Companion Loan becomes 90 or more days delinquent, (ii) the principal balance of a CBA Loan or CBA Companion Loan has been accelerated, (iii) the principal balance of a CBA Loan or CBA Companion Loan is not paid at maturity, (iv) the borrower declares bankruptcy or (v) any other event where the cash flow payment under a CBA Companion Loan has been interrupted and payments are made pursuant to the event of default waterfall, the holder of such CBA Companion Loan will be entitled to purchase the related CBA Loan from the Trust Fund for a period of 30 days after its receipt of a repurchase option notice, subject to certain conditions set forth in the related CBA Intercreditor Agreement. The purchase price will generally equal the unpaid principal balance of the related CBA Loan, together with all unpaid interest on the related CBA Loan (other than default interest) at the related mortgage rate and any outstanding servicing expenses, advances and interest on advances for which the borrower under the related CBA Loan is responsible. Unless the borrower or an affiliate is purchasing a CBA Loan, no prepayment consideration will be payable in connection with the purchase of such CBA Loan. Application of Payments. Pursuant to the related CBA Intercreditor Agreement and prior to the occurrence of (i) the acceleration of a CBA Loan or CBA Companion Loan, (ii) a monetary event of S-113 default or (iii) an event of default triggered by the bankruptcy of the borrower, the related borrower will make separate monthly payments of principal and interest to the Master Servicer and the holder of the related CBA Companion Loan. Any escrow and reserve payments required in respect of a CBA Loan or CBA Companion Loan will be paid to the Master Servicer. Following the occurrence and during the continuance of (i) the acceleration of a CBA Loan or CBA Companion Loan, (ii) a monetary event of default or (iii) an event of default triggered by the bankruptcy of the borrower, and subject to certain rights of the holder of the a CBA Companion Loan to purchase the related CBA Loan from the Trust Fund, all payments and proceeds (of whatever nature) on such CBA Companion Loan will be subordinated to all payments due on related CBA Loan and the amounts with respect to such Whole Loan will be paid in the following manner: first, to the Master Servicer, Special Servicer or Trustee, up to the amount of any unreimbursed costs and expenses paid by such entity, including unreimbursed advances and interest thereon; second, to the Master Servicer and the Special Servicer, in an amount equal to the accrued and unpaid servicing fees earned by such entity; third, to the holder of the related CBA Loan, in an amount equal to interest due with respect to the related CBA Loan; fourth, to the holder of the related CBA Loan, in an amount equal to the principal balance of the related CBA Loan until paid in full; fifth, to the holder of the related CBA Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the related CBA Loan; sixth, to the holder of the related CBA Companion Loan, up to the amount of any unreimbursed costs and expenses paid by the holder of such CBA Companion Loan; seventh, to the holder of the related CBA Companion Loan, in an amount equal to interest due with respect to such CBA Companion Loan; eighth, to the holder of the related CBA Companion Loan, in an amount equal to the principal balance of such CBA Companion Loan until paid in full; ninth, to the holder of the related CBA Companion Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to such CBA Companion Loan; tenth, to the holder of the related CBA Loan and the holder of the related CBA Companion Loan, in an amount equal to any unpaid default interest accrued on the related CBA Loan and such CBA Companion Loan, respectively; and eleventh, any excess, to the holder of the related CBA Loan and the holder of the related CBA Companion Loan, pro rata, based upon the outstanding principal balances; provided that if the principal balance of the related CBA Companion Loan is equal to zero, then based upon the initial principal balances. Application of Amounts Paid to Trust Fund. On or before each distribution date, amounts payable to the trust as holder of any Co-Lender Loan pursuant to the Intercreditor Agreements will be included in the Available Distribution Amount for such Distribution Date to the extent described in this prospectus supplement and amounts payable to the holder of the related Companion Loan will be distributed to the holder net of fees and expenses on such Companion Loan; provided, that in the case of the 175 West Jackson Subordinate Companion Loan, such amounts will be included in the Class 175WJ Available Distribution Amount and in the case of the 180 Maiden Lane Trust Subordinate Companion Loan, such amounts will be included in the Class 180ML Available Distribution Amount. MEZZANINE LOANS With respect to the Mortgage Loans with existing mezzanine debt, the holder of each mezzanine loan generally has the right to purchase the related Mortgage Loan from the Trust Fund if certain defaults on S-114 the related Mortgage Loan occur and, in some cases, may have the right to cure certain defaults occurring on the related Mortgage Loan. The purchase price required to be paid in connection with such a purchase is generally equal to the outstanding principal balance of the related Mortgage Loan, together with accrued and unpaid interest on, and all unpaid servicing expenses, advances and interest on advances relating to, such Mortgage Loan. The lenders for this mezzanine debt are generally not affiliates of the related Mortgage Loan borrower. Upon a default under the mezzanine debt, the holder of the mezzanine debt may foreclose upon the ownership interests in the related borrower. ADDITIONAL MORTGAGE LOAN INFORMATION The Mortgage Pool. For a detailed presentation of certain of the characteristics of the Mortgage Loans and the Mortgaged Properties, on an individual basis, see Annexes A-1, A-1A, A-1B, A-2, A-3, A-4 and A-5 to this prospectus supplement. For purposes of numerical and statistical information set forth in this prospectus supplement and Annexes A-1, A-1A, A-1B, A-2, A-3, A-4 and A-5, unless otherwise specified, such numerical and statistical information excludes any Subordinate Companion Loans (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan). For purposes of the calculation of DSC Ratios and LTV Ratios with respect to the 175 West Jackson Loan and the 180 Maiden Lane Loan, such ratios are calculated based upon the aggregate indebtedness of such Mortgage Loan and the related Pari Passu Companion Loans (but excluding the related Subordinate Companion Loans). Certain of the Mortgage Loans may have previously computed interest on a floating rate basis, but have been converted to a fixed rate prior to the Closing Date. With respect to these Mortgage Loans, all calculations in this prospectus supplement will be computed on the basis of the date any such Mortgage Loan was converted to a fixed rate, rather than the date of origination. Certain additional information regarding the Mortgage Loans is contained under "--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions," in this prospectus supplement and under "DESCRIPTION OF THE TRUST FUNDS" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES" in the accompanying prospectus. In the schedule and tables set forth in Annexes A-1, A-1A, A-1B, A-2, A-3, A-4 and A-5 to this prospectus supplement, cross-collateralized Mortgage Loans are not grouped together; instead, references are made under the heading "Cross Collateralized and Cross Defaulted Loan Flag" with respect to the other Mortgage Loans with which they are cross-collateralized. Each of the following tables sets forth certain characteristics of the Mortgage Pool presented, where applicable, as of the Cut-Off Date. For purposes of the tables and Annexes A-1, A-1A, A-1B, A-2, A-3, A-4 and A-5: (i) References to "DSC Ratio" and "DSCR" are references to debt service coverage ratios. Debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property that is available for debt service (that is, cash that remains after average cost of non-capital expenses of operation, tenant improvements, leasing commissions and replacement reserves during the term of the Mortgage Loan) to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. The DSC Ratio for any Mortgage Loan is the ratio of Net Cash Flow produced by the related Mortgaged Property to the annualized amount of debt service that will be payable under that Mortgage Loan commencing after the origination date. The "Net Cash Flow" for a Mortgaged Property is the "net cash flow" of such Mortgaged Property as set forth in, or determined by the applicable Mortgage Loan Seller on the basis of, Mortgaged Property operating statements, generally unaudited, and certified rent rolls (as applicable) supplied by the related borrower in the case of multifamily, mixed use, retail, mobile home park, industrial, residential health care, self-storage and office properties (each a "Rental Property"); provided, however, for purposes of calculating the DSC Ratios and DSCR provided herein (i) with respect to 33 Mortgage Loans (loan numbers 1, 4, 7, 8, 9, 10, 11, 12, 13, 14, 16, 22, 23, 27, 28, 29, 30, 31, 33, 36, 42, 46, 47, 51, 52, 53, 54, 57, 59, 64, 71, 82 and 87), representing 46.9% of the Cut-Off Date Pool Balance (25 Mortgage Loans in Loan Group 1 or 47.6% of the Cut-Off Date Group 1 Balance and 8 Mortgage Loans in Loan Group 2 or 42.3% of the Cut-Off Date Group 2 Balance), where Periodic Payments are interest-only for a certain amount of S-115 time after origination after which date the Mortgage Loan amortizes principal for the remaining term of the loan the debt service used is the annualized amount of debt service that will be payable under the Mortgage Loan commencing after the amortization period begins and (ii) with respect to 3 Mortgage Loans (loan numbers 19, 62 and 70), representing 2.0% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 2.0% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 2.4% of the Cut-Off Date Group 2 Balance), for purposes of determining the debt service coverage ratio, such ratio was adjusted by taking into account amounts available under certain letters of credit or cash reserves. In general, the Mortgage Loan Sellers relied on either full-year operating statements, rolling 12-month operating statements and/or applicable year-to-date financial statements, if available, and on rent rolls for all Rental Properties that were current as of a date not earlier than six months prior to the respective date of origination in determining Net Cash Flow for the Mortgaged Properties. In general, "net cash flow" is the revenue derived from the use and operation of a Mortgaged Property less 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 replacement reserves and an allowance for vacancies and credit losses. Net Cash Flow does not reflect interest expenses and non-cash items such as depreciation and amortization, and generally does not reflect capital expenditures, but does reflect reserves for replacements and an allowance for vacancies and credit losses. In determining the "revenue" component of Net Cash Flow for each Rental Property, the applicable Mortgage Loan Seller generally relied on the most recent rent roll and/or other known, signed tenant leases, executed extension options supplied, or other indications of anticipated income (generally supported by cash reserves or letters of credit) and, where the actual vacancy shown thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy in determining revenue from rents, except that in the case of certain non-multifamily properties, space occupied by such 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 such 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 applicable Mortgage Loan Seller determined revenue from rents by generally relying on the most recent rent roll and/or other known, signed leases, executed lease extension options, or other indications of anticipated income (generally supported by cash reserves or letters of credit) supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) historical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining rental revenue for multifamily, self storage and mobile home park properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the certified rolling 12-month operating statements, the rolling 3-month operating statements for multifamily properties 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 certified rent roll (as applicable), after applying the vacancy factor, without further regard to the terms (including expiration dates) of the leases shown thereon. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 75.0% and daily rates achieved during the prior two-to-three year annual reporting period. In the case of residential health care facilities, receipts were based on historical occupancy levels, historical operating revenues and then current occupancy rates. Occupancy rates for the private health care facilities were generally within then current market ranges, and vacancy levels were generally a minimum of 5.0%. In general, any non-recurring items and non-property related revenue were eliminated from the calculation except in the case of residential health care facilities. In determining the "expense" component of Net Cash Flow for each Mortgaged Property, the Mortgage Loan Sellers generally relied on rolling 12-month operating statements and/or full-year or year-to-date financial statements supplied by the related borrower, except that (a) if tax or insurance expense information more current than that reflected in the financial statements was available, the newer information was used, (b) property management fees were generally assumed to be 3.0% to 7.0% of effective gross revenue (except with respect to full service hospitality properties, where a minimum of S-116 3.5% of gross receipts was assumed, with respect to limited service hospitality properties, where a minimum of 4.0% of gross receipts was assumed, and with respect to single tenant properties, where fees as low as 3.0% of effective gross receipts were assumed), (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. See "--Underwriting Standards--Escrow Requirements--Replacement Reserves" in this prospectus supplement. In addition, in some instances, the Mortgage Loan Sellers recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing "net cash flow") where the Mortgage Loan Sellers determined appropriate. The borrowers' financial information used to determine Net Cash Flow was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy. (i) References to "Cut-Off Date LTV" and "Cut-Off Date LTV Ratio" are references to the ratio, expressed as a percentage, of the Cut-Off Date Balance of a Mortgage Loan to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers. (ii) References to "Maturity Date LTV Ratio" and "LTV at ARD or Maturity" are references to the ratio, expressed as a percentage, of the expected balance of a Balloon Loan on its scheduled maturity date (or ARD Loan on its Anticipated Repayment Date) (prior to the payment of any Balloon Payment or principal prepayments) to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers. (iii) References to "Loan per Sq. Ft., Unit, Pad or Room" are, for each Mortgage Loan secured by a lien on a multifamily property (including a mobile home park property), hospitality property or assisted living facility or other healthcare property, respectively, references to the Cut-Off Date Balance of such Mortgage Loan divided by the number of dwelling units, pads, guest rooms, respectively, that the related Mortgaged Property comprises, and, for each Mortgage Loan secured by a lien on a retail, industrial/warehouse, self-storage or office property, references to the Cut-Off Date Balance of such Mortgage Loan divided by the net rentable square foot area of the related Mortgaged Property. (iv) References to "Year Built" are references to the year that a Mortgaged Property was originally constructed or substantially renovated. With respect to any Mortgaged Property which was constructed in phases, the "Year Built" refers to the year that the first phase was originally constructed. (v) References to "weighted averages" are references to averages weighted on the basis of the Cut-Off Date Balances of the related Mortgage Loans. (vi) References to "Underwritten Replacement Reserves" represent estimated annual capital costs, as used by the Mortgage Loan Sellers in determining Net Cash Flow. (vii) References to "Administrative Cost Rate" for each Mortgage Loan represent the sum of (a) the Master Servicing Fee Rate for such Mortgage Loan, and (b) 0.002%, which percentage represents the trustee fee rate with respect to each Mortgage Loan. The Administrative Cost Rate for each Mortgage Loan is set forth on Annex A-1 hereto. (viii) References to "Remaining Term to Maturity" represent, with respect to each Mortgage Loan, the number of months remaining from the Cut-Off Date to the stated maturity date of such Mortgage Loan (or the remaining number of months to the Anticipated Repayment Date with respect to each ARD Loan). (ix) References to "Remaining Amortization Term" represent, with respect to each Mortgage Loan, the number of months remaining from the later of the Cut-Off Date and the end of any interest-only period, if any, to the month in which such Mortgage Loan would fully or substantially amortize in accordance with such loan's amortization schedule without regard to any Balloon Payment, if any, due on such Mortgage Loan. S-117 (x) References to "L ( )" or "Lockout" or "Lockout Period" represent, with respect to each Mortgage Loan, the period during which prepayments of principal are prohibited and no substitution of Defeasance Collateral is permitted. The number indicated in the parentheses indicates the number of monthly payments of such period (calculated for each Mortgage Loan from the date of its origination). References to "O ( )" represent the number of monthly payments for which (a) no Prepayment Premium or Yield Maintenance Charge is assessed and (b) defeasance is no longer required. References to "YM ( )" represent the period for which the Yield Maintenance Charge is assessed. "3% ( )", "2% ( )" and "1% ( )" each represents the period for which a Prepayment Premium is assessed and the respective percentage used in the calculation thereof. The periods, if any, between consecutive Due Dates occurring prior to the maturity date or Anticipated Repayment Date, as applicable, of a Mortgage Loan during which the related borrower will have the right to prepay such Mortgage Loan without being required to pay a Prepayment Premium or a Yield Maintenance Charge (each such period, an "Open Period") with respect to all of the Mortgage Loans have been calculated as those Open Periods occurring immediately prior to the maturity date or Anticipated Repayment Date, as applicable, of such Mortgage Loan as set forth in the related Mortgage Loan documents. (xi) References to "D ( )" or "Defeasance" represent, with respect to each Mortgage Loan, the period (in months) during which the related holder of the Mortgage has the right to require the related borrower, in lieu of a principal prepayment, to pledge to such holder Defeasance Collateral. (xii) References to "Occupancy Percentage" are, with respect to any Mortgaged Property, references as of the most recently available rent rolls to (a) in the case of multifamily properties, mobile home park properties and assisted living facilities, the percentage of units or pads rented, (b) in the case of office and retail properties, the percentage of the net rentable square footage rented and is exclusive of hospitality properties, and (c) in the case of self-storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented (depending on borrower reporting), and is exclusive of hospitality properties. (xiii) References to "Original Term to Maturity" are references to the term from origination to maturity for each Mortgage Loan (or the term from origination to the Anticipated Repayment Date with respect to each ARD Loan). (xiv) References to "NA" indicate that, with respect to a particular category of data, such data is not applicable. (xv) References to "NAV" indicate that, with respect to a particular category of data, such data is not available. (xvi) References to "Capital Imp. Reserve" are references to funded reserves escrowed for repairs, replacements and corrections of issues outlined in the engineering reports. (xvii) References to "Replacement Reserve" are references to funded reserves escrowed for ongoing items such as repairs and replacements, including, in the case of hospitality properties, reserves for furniture, fixtures and equipment. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon. (xviii) References to "TI/LC Reserve" are references to funded reserves escrowed for tenant improvement allowances and leasing commissions. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon. (xix) The sum in any column of any of the following tables may not equal the indicated total due to rounding. S-118 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS(1) % OF NUMBER OF AGGREGATE CUT-OFF AVERAGE HIGHEST MORTGAGED CUT-OFF DATE DATE POOL CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE - ------------------------- ------------ ----------------- ----------- -------------- -------------- Office .................. 23 $ 545,524,621 47.1% $23,718,462 $112,500,000 Retail .................. 34 327,289,689 28.2 $ 9,626,167 $ 99,834,321 Retail -- Anchored ..... 26 293,010,386 25.3 $11,269,630 $ 99,834,321 Retail -- Shadow Anchored(4) ........... 4 21,189,732 1.8 $ 5,297,433 $ 10,000,000 Retail -- Unanchored.... 4 13,089,571 1.1 $ 3,272,393 $ 5,595,161 Multifamily ............. 23 199,662,566 17.2 $ 8,680,981 $ 51,150,000 Mobile Home Park ........ 24 41,474,598 3.6 $ 1,728,108 $ 5,832,000 Hospitality ............. 2 25,241,729 2.2 $12,620,864 $ 13,424,920 Industrial .............. 6 16,988,792 1.5 $ 2,831,465 $ 7,393,083 Land(5) ................. 2 2,397,905 0.2 $ 1,198,952 $ 1,248,909 -- -------------- ----- 114 $1,158,579,900 100.0% $10,162,982 $112,500,000 === ============== ===== WTD. AVG. STATED REMAINING WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE LTV RATIO AT MATURITY WTD. AVG. MINIMUM MAXIMUM OCCUPANCY MORTGAGE PROPERTY TYPE LTV RATIO MATURITY(2) (MOS.)(2) DSC RATIO DSC RATIO DSC RATIO RATE(3) RATE - ------------------------- -------------- -------------- ----------- ----------- ----------- ----------- ----------- ---------- Office .................. 67.0% 60.9% 99 1.66x 1.23x 2.61x 95.7% 5.802% Retail .................. 68.8% 57.1% 113 1.52x 1.20x 2.14x 94.6% 5.473% Retail -- Anchored ..... 68.6% 56.4% 115 1.53x 1.22x 2.14x 94.7% 5.450% Retail -- Shadow Anchored(4) ........... 68.3% 62.8% 87 1.48x 1.20x 1.81x 93.5% 5.506% Retail -- Unanchored.... 74.8% 63.4% 119 1.37x 1.30x 1.42x 95.8% 5.938% Multifamily ............. 75.7% 68.4% 98 1.41x 1.21x 1.70x 92.5% 5.406% Mobile Home Park ........ 79.9% 70.7% 112 1.32x 1.20x 1.35x 93.0% 5.543% Hospitality ............. 69.9% 55.4% 119 1.47x 1.45x 1.49x N/A 6.654% Industrial .............. 63.4% 53.8% 119 1.55x 1.38x 1.71x 98.4% 5.659% Land(5) ................. 64.0% 54.0% 119 1.50x 1.48x 1.52x 100.0% 5.800% 69.5% 61.2% 104 1.56x 1.20x 2.61x 94.8% 5.648% - ------------ (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 amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) Occupancy Rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll date set forth on Annex A-1 to this prospectus supplement but excludes 2 Mortgage Loans secured by hospitality properties representing 2.2% of the Cut-Off Date Pool Balance. (4) A Mortgaged Property is considered "shadow anchored" if it is in close proximity to an anchored property. (5) Specifically, the fee interest in land which the ground tenant has improved and leased as a retail building. The retail building is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower. S-119 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS(1) % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE HIGHEST MORTGAGED CUT-OFF DATE GROUP 1 CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE - ----------------------- ------------ -------------- -------------- -------------- -------------- Office ................ 23 $545,524,621 54.7% $23,718,462 $112,500,000 Retail ................ 34 327,289,689 32.8 $ 9,626,167 $ 99,834,321 Retail -- Anchored ... 26 293,010,386 29.4 $11,269,630 $ 99,834,321 Retail -- Shadow Anchored(4) ......... 4 21,189,732 2.1 $ 5,297,433 $ 10,000,000 Retail -- Unanchored .......... 4 13,089,571 1.3 $ 3,272,393 $ 5,595,161 Mobile Home Park ...... 24 41,474,598 4.2 $ 1,728,108 $ 5,832,000 Multifamily ........... 6 38,915,283 3.9 $ 6,485,881 $ 11,000,000 Hospitality ........... 2 25,241,729 2.5 $12,620,864 $ 13,424,920 Industrial ............ 6 16,988,792 1.7 $ 2,831,465 $ 7,393,083 Land(5) ............... 2 2,397,905 0.2 $ 1,198,952 $ 1,248,909 -- ------------ ----- 97 $997,832,617 100.0% $10,286,934 $112,500,000 == ============ ===== WTD. AVG. STATED REMAINING WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE LTV RATIO AT MATURITY WTD. AVG. MINIMUM MAXIMUM OCCUPANCY MORTGAGE PROPERTY TYPE LTV RATIO MATURITY(2) (MOS.)(2) DSC RATIO DSC RATIO DSC RATIO RATE(3) RATE - ----------------------- -------------- -------------- ----------- ----------- ----------- ----------- ----------- ---------- Office ................ 67.0% 60.9% 99 1.66x 1.23x 2.61x 95.7% 5.802% Retail ................ 68.8% 57.1% 113 1.52x 1.20x 2.14x 94.6% 5.473% Retail -- Anchored ... 68.6% 56.4% 115 1.53x 1.22x 2.14x 94.7% 5.450% Retail -- Shadow Anchored(4) ......... 68.3% 62.8% 87 1.48x 1.20x 1.81x 93.5% 5.506% Retail -- Unanchored .......... 74.8% 63.4% 119 1.37x 1.30x 1.42x 95.8% 5.938% Mobile Home Park ...... 79.9% 70.7% 112 1.32x 1.20x 1.35x 93.0% 5.543% Multifamily ........... 78.9% 67.8% 119 1.31x 1.23x 1.42x 89.0% 5.336% Hospitality ........... 69.9% 55.4% 119 1.47x 1.45x 1.49x N/A 6.654% Industrial ............ 63.4% 53.8% 119 1.55x 1.38x 1.71x 98.4% 5.659% Land(5) ............... 64.0% 54.0% 119 1.50x 1.48x 1.52x 100.0% 5.800% 68.6% 60.0% 106 1.58x 1.20x 2.61x 95.0% 5.684% - ----------- (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 amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) Occupancy Rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll date set forth on Annex A-1 to this prospectus supplement but excludes 2 Mortgage Loans secured by hospitality properties representing 2.5% of the Cut-Off Date Group 1 Balance. (4) A Mortgaged Property is considered "shadow anchored" if it is in close proximity to an anchored property. (5) Specifically, the fee interest in land which the ground tenant has improved and leased as a retail building. The retail building is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower. S-120 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS(1) % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE HIGHEST MORTGAGED CUT-OFF DATE GROUP 2 CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE BALANCE - --------------------- ------------ -------------- -------------- -------------- -------------- Multifamily ......... 17 $160,747,283 100.0% $9,455,723 $51,150,000 -- ------------ ----- 17 $160,747,283 100.0% $9,455,723 $51,150,000 == ============ ===== WTD. AVG. STATED REMAINING WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE LTV RATIO AT MATURITY WTD. AVG. MINIMUM MAXIMUM OCCUPANCY MORTGAGE PROPERTY TYPE LTV RATIO MATURITY(2) (MOS.)(2) DSC RATIO DSC RATIO DSC RATIO RATE(3) RATE - --------------------- -------------- -------------- ----------- ----------- ----------- ----------- ----------- ---------- Multifamily ......... 74.9% 68.5% 93 1.43x 1.21x 1.70x 93.3% 5.423% 74.9% 68.5% 93 1.43x 1.21x 1.70x 93.3% 5.423% - ---------- (1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) Occupancy Rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll date set forth on Annex A-1 to this prospectus supplement. S-121 RANGE OF CUT-OFF DATE BALANCES FOR ALL MORTGAGE LOANS AGGREGATE % OF AVERAGE RANGE OF CUT-OFF NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE DATE BALANCES ($) OF LOANS BALANCE POOL BALANCE BALANCE - ---------------------------- ---------- ----------------- -------------- -------------- (less than) 2,000,000 ... 7 $ 10,794,083 0.9% $ 1,542,012 2,000,001 -- 3,000,000 ... 8 20,129,024 1.7 $ 2,516,128 3,000,001 -- 4,000,000 ... 15 51,618,354 4.5 $ 3,441,224 4,000,001 -- 5,000,000 ... 7 31,179,126 2.7 $ 4,454,161 5,000,001 -- 6,000,000 ... 7 38,871,012 3.4 $ 5,553,002 6,000,001 -- 7,000,000 ... 2 13,676,175 1.2 $ 6,838,088 7,000,001 -- 8,000,000 ... 4 29,551,008 2.6 $ 7,387,752 8,000,001 -- 9,000,000 ... 2 16,883,283 1.5 $ 8,441,642 9,000,001 -- 10,000,000 ... 2 19,250,000 1.7 $ 9,625,000 10,000,001 -- 15,000,000 ... 15 190,459,598 16.4 $ 12,697,307 15,000,001 -- 20,000,000 ... 8 140,198,915 12.1 $ 17,524,864 20,000,001 -- 25,000,000 ... 3 64,050,000 5.5 $ 21,350,000 25,000,001 -- 30,000,000 ... 1 26,000,000 2.2 $ 26,000,000 30,000,001 -- 35,000,000 ... 1 30,480,000 2.6 $ 30,480,000 45,000,001 -- 50,000,000 ... 1 46,000,000 4.0 $ 46,000,000 50,000,001 -- 55,000,000 ... 1 51,150,000 4.4 $ 51,150,000 70,000,001 -- 75,000,000 ... 1 72,955,000 6.3 $ 72,955,000 80,000,001 -- 112,500,000... 3 305,334,321 26.4 $101,778,107 -- -------------- ----- 88 $1,158,579,900 100.0% $ 13,165,681 == ============== ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. RANGE OF CUT-OFF CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY WTD. AVG. MORTGAGE DATE BALANCES ($) BALANCE LTV RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------- -------------- -------------- -------------- ---------- ----------- ---------- (less than) 2,000,000 ... $ 2,000,000 69.4% 58.5% 119 1.43x 5.769% 2,000,001 -- 3,000,000 ... $ 2,939,430 64.6% 55.6% 111 1.56x 5.739% 3,000,001 -- 4,000,000 ... $ 4,000,000 70.4% 56.4% 126 1.40x 5.824% 4,000,001 -- 5,000,000 ... $ 4,800,000 74.1% 64.2% 112 1.36x 5.579% 5,000,001 -- 6,000,000 ... $ 5,984,373 75.9% 65.5% 114 1.37x 5.797% 6,000,001 -- 7,000,000 ... $ 6,951,055 70.7% 51.5% 147 1.24x 6.023% 7,000,001 -- 8,000,000 ... $ 7,484,290 72.5% 64.6% 93 1.44x 5.493% 8,000,001 -- 9,000,000 ... $ 8,791,295 79.3% 65.9% 119 1.29x 5.300% 9,000,001 -- 10,000,000 ... $ 10,000,000 72.2% 69.1% 64 1.52x 5.401% 10,000,001 -- 15,000,000 ... $ 14,611,158 74.5% 64.2% 115 1.41x 5.663% 15,000,001 -- 20,000,000 ... $ 18,500,000 75.8% 66.5% 102 1.36x 5.782% 20,000,001 -- 25,000,000 ... $ 22,750,000 76.0% 67.3% 105 1.26x 5.972% 25,000,001 -- 30,000,000 ... $ 26,000,000 68.9% 61.7% 118 1.33x 5.550% 30,000,001 -- 35,000,000 ... $ 30,480,000 80.0% 70.3% 119 1.35x 5.610% 45,000,001 -- 50,000,000 ... $ 46,000,000 74.2% 74.2% 60 1.71x 5.570% 50,000,001 -- 55,000,000 ... $ 51,150,000 71.7% 71.7% 59 1.59x 5.030% 70,000,001 -- 75,000,000 ... $ 72,955,000 81.4% 72.6% 117 1.27x 6.260% 80,000,001 -- 112,500,000 .. $112,500,000 55.0% 48.0% 101 2.01x 5.471% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ---------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-122 RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF CUT-OFF NUMBER CUT-OFF DATE GROUP 1 CUT-OFF DATE DATE BALANCES ($) OF LOANS BALANCE BALANCE BALANCE - ---------------------------- ---------- -------------- -------------- -------------- (less than) 2,000,000 ..... 6 $ 8,794,083 0.9% $ 1,465,680 2,000,001 -- 3,000,000 .... 7 17,757,618 1.8 $ 2,536,803 3,000,001 -- 4,000,000 .... 12 40,723,130 4.1 $ 3,393,594 4,000,001 -- 5,000,000 .... 3 13,515,000 1.4 $ 4,505,000 5,000,001 -- 6,000,000 .... 6 33,334,132 3.3 $ 5,555,689 6,000,001 -- 7,000,000 .... 2 13,676,175 1.4 $ 6,838,088 7,000,001 -- 8,000,000 .... 3 22,351,008 2.2 $ 7,450,336 8,000,001 -- 9,000,000 .... 2 16,883,283 1.7 $ 8,441,642 9,000,001 -- 10,000,000 ... 2 19,250,000 1.9 $ 9,625,000 10,000,001 -- 15,000,000 ... 10 126,529,952 12.7 $ 12,652,995 15,000,001 -- 20,000,000 ... 8 140,198,915 14.1 $ 17,524,864 20,000,001 -- 25,000,000 ... 3 64,050,000 6.4 $ 21,350,000 25,000,001 -- 30,000,000 ... 1 26,000,000 2.6 $ 26,000,000 30,000,001 -- 35,000,000 ... 1 30,480,000 3.1 $ 30,480,000 45,000,001 -- 50,000,000 ... 1 46,000,000 4.6 $ 46,000,000 70,000,001 -- 75,000,000 ... 1 72,955,000 7.3 $ 72,955,000 80,000,001 -- 112,500,000 .. 3 305,334,321 30.6 $101,778,107 -- ------------ ----- 71 $997,832,617 100.0% $ 14,053,981 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. RANGE OF CUT-OFF CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY WTD. AVG. MORTGAGE DATE BALANCES ($) BALANCE LTV RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------- -------------- -------------- -------------- ---------- ----------- ---------- (less than) 2,000,000 .. .. $ 1,891,951 67.0% 56.2% 119 1.48x 5.796% 2,000,001 -- 3,000,000 .... $ 2,939,430 62.6% 54.1% 110 1.60x 5.738% 3,000,001 -- 4,000,000 .... $ 4,000,000 68.0% 53.4% 128 1.41x 5.878% 4,000,001 -- 5,000,000 .... $ 4,640,000 68.9% 60.2% 115 1.40x 5.718% 5,000,001 -- 6,000,000 .... $ 5,984,373 76.7% 67.6% 103 1.38x 5.680% 6,000,001 -- 7,000,000 .... $ 6,951,055 70.7% 51.5% 147 1.24x 6.023% 7,000,001 -- 8,000,000 .... $ 7,484,290 70.1% 60.4% 105 1.48x 5.603% 8,000,001 -- 9,000,000 .... $ 8,791,295 79.3% 65.9% 119 1.29x 5.300% 9,000,001 -- 10,000,000 ... $ 10,000,000 72.2% 69.1% 64 1.52x 5.401% 10,000,001 -- 15,000,000 ... $ 14,611,158 74.1% 62.9% 119 1.42x 5.691% 15,000,001 -- 20,000,000 ... $ 18,500,000 75.8% 66.5% 102 1.36x 5.782% 20,000,001 -- 25,000,000 ... $ 22,750,000 76.0% 67.3% 105 1.26x 5.972% 25,000,001 -- 30,000,000 ... $ 26,000,000 68.9% 61.7% 118 1.33x 5.550% 30,000,001 -- 35,000,000 ... $ 30,480,000 80.0% 70.3% 119 1.35x 5.610% 45,000,001 -- 50,000,000 ... $ 46,000,000 74.2% 74.2% 60 1.71x 5.570% 70,000,001 -- 75,000,000 ... $ 72,955,000 81.4% 72.6% 117 1.27x 6.260% 80,000,001 -- 112,500,000 .. $112,500,000 55.0% 48.0% 101 2.01x 5.471% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-123 RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF DATE AVERAGE RANGE OF CUT-OFF NUMBER CUT-OFF DATE GROUP 2 CUT-OFF DATE DATE BALANCES ($) OF LOANS BALANCE BALANCE BALANCE - --------------------------- ---------- -------------- -------------- -------------- (less than) 2,000,000 . .. 1 $ 2,000,000 1.2% $ 2,000,000 2,000,001 -- 3,000,000 ... 1 2,371,406 1.5 $ 2,371,406 3,000,001 -- 4,000,000 ... 3 10,895,225 6.8 $ 3,631,742 4,000,001 -- 5,000,000 ... 4 17,664,126 11.0 $ 4,416,032 5,000,001 -- 6,000,000 ... 1 5,536,880 3.4 $ 5,536,880 7,000,001 -- 8,000,000 ... 1 7,200,000 4.5 $ 7,200,000 10,000,001 -- 15,000,000 .. 5 63,929,646 39.8 $12,785,929 50,000,001 -- 51,150,000 .. 1 51,150,000 31.8 $51,150,000 -- ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. RANGE OF CUT-OFF CUT-OFF DATE CUT-OFF DATE LTV RATIO AT MATURITY WTD. AVG. MORTGAGE DATE BALANCES ($) BALANCE LTV RATIO MATURITY* (MOS.)* DSC RATIO RATE - --------------------------- -------------- -------------- -------------- ---------- ----------- ---------- (less than) 2,000,000 .... $ 2,000,000 80.0% 68.8% 119 1.23x 5.650% 2,000,001 -- 3,000,000 ... $ 2,371,406 79.0% 66.7% 118 1.29x 5.750% 3,000,001 -- 4,000,000 ... $ 3,889,278 79.6% 67.5% 118 1.37x 5.625% 4,000,001 -- 5,000,000 ... $ 4,800,000 78.1% 67.2% 110 1.32x 5.472% 5,000,001 -- 6,000,000 ... $ 5,536,880 71.0% 53.2% 177 1.31x 6.500% 7,000,001 -- 8,000,000 ... $ 7,200,000 80.0% 77.8% 59 1.31x 5.150% 10,000,001 -- 15,000,000 .. $13,500,000 75.2% 66.7% 107 1.38x 5.607% 50,000,001 -- 51,150,000 .. $51,150,000 71.7% 71.7% 59 1.59x 5.030% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-124 MORTGAGED PROPERTIES BY STATE FOR ALL MORTGAGE LOANS(1) % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE MORTGAGED CUT-OFF DATE POOL CUT-OFF DATE STATE PROPERTIES BALANCE BALANCE BALANCE - ------------------- ------------ ----------------- -------------- -------------- NJ ................ 11 $ 159,109,106 13.7% $14,464,464 IL ................ 3 122,095,161 10.5 $40,698,387 CA ................ 9 117,761,668 10.2 $13,084,630 Northern(3) ...... 5 76,600,000 6.6 $15,320,000 Southern(3) ...... 4 41,161,668 3.6 $10,290,417 NY ................ 2 111,000,000 9.6 $55,500,000 SC ................ 2 102,557,683 8.9 $51,278,841 FL ................ 12 72,875,221 6.3 $ 6,072,935 AZ ................ 2 58,350,000 5.0 $29,175,000 WA ................ 3 45,295,865 3.9 $15,098,622 PA ................ 6 41,355,076 3.6 $ 6,892,513 TX ................ 6 38,354,186 3.3 $ 6,392,364 WI ................ 23 36,160,000 3.1 $ 1,572,174 MD ................ 3 34,790,000 3.0 $11,596,667 VA ................ 5 29,714,985 2.6 $ 5,942,997 CT ................ 2 25,650,000 2.2 $12,825,000 DC ................ 2 25,121,406 2.2 $12,560,703 GA ................ 4 22,528,472 1.9 $ 5,632,118 CO ................ 2 19,641,484 1.7 $ 9,820,742 NC ................ 2 16,883,283 1.5 $ 8,441,642 MS ................ 3 13,080,000 1.1 $ 4,360,000 DE ................ 1 12,721,065 1.1 $12,721,065 OK ................ 1 12,500,000 1.1 $12,500,000 TN ................ 1 12,240,000 1.1 $12,240,000 OH ................ 3 8,903,128 0.8 $ 2,967,709 NE ................ 1 5,984,373 0.5 $ 5,984,373 AL ................ 1 4,275,889 0.4 $ 4,275,889 MA ................ 1 3,600,000 0.3 $ 3,600,000 IN ................ 1 3,074,174 0.3 $ 3,074,174 MN ................ 1 1,573,674 0.1 $ 1,573,674 MI ................ 1 1,384,000 0.1 $ 1,384,000 -- -------------- ----- 114 $1,158,579,900 100.0% $10,162,982 === ============== ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE STATE BALANCE LTV RATIO AT MATURITY(2) (MOS.) (2) DSC RATIO RATE - ------------------- -------------- -------------- ---------------- ------------ ----------- ---------- NJ ................ $ 27,683,817 79.3% 69.2% 111 1.28x 6.118% IL ................ $112,500,000 54.1% 48.7% 118 1.71x 5.866% CA ................ $ 46,000,000 71.1% 66.5% 90 1.51x 5.566% Northern(3) ...... $ 46,000,000 71.1% 68.3% 83 1.57x 5.567% Southern(3) ...... $ 18,500,000 71.1% 63.0% 102 1.42x 5.563% NY ................ $ 93,000,000 56.2% 54.6% 69 2.39x 5.444% SC ................ $ 99,834,321 60.6% 45.2% 119 1.76x 5.115% FL ................ $ 12,989,646 69.5% 60.6% 99 1.50x 5.862% AZ ................ $ 51,150,000 72.8% 72.5% 59 1.56x 5.045% WA ................ $ 17,910,000 73.1% 63.9% 105 1.37x 5.452% PA ................ $ 14,611,158 73.4% 63.1% 106 1.50x 5.567% TX ................ $ 14,056,000 75.0% 58.2% 130 1.31x 5.786% WI ................ $ 5,832,000 80.0% 70.3% 119 1.33x 5.610% MD ................ $ 17,650,000 75.3% 65.6% 118 1.32x 5.883% VA ................ $ 13,424,920 70.9% 53.4% 142 1.41x 6.428% CT ................ $ 13,650,000 74.9% 67.3% 118 1.45x 5.450% DC ................ $ 22,750,000 76.4% 71.4% 85 1.24x 5.478% GA ................ $ 12,700,000 74.3% 65.4% 118 1.29x 5.846% CO ................ $ 16,770,484 74.6% 64.9% 113 1.47x 6.088% NC ................ $ 8,791,295 79.3% 65.9% 119 1.29x 5.300% MS ................ $ 5,160,000 80.0% 69.5% 118 1.39x 5.178% DE ................ $ 12,721,065 74.0% 60.9% 118 1.64x 5.000% OK ................ $ 12,500,000 79.1% 69.4% 118 1.22x 5.590% TN ................ $ 12,240,000 80.0% 76.0% 56 1.28x 5.270% OH ................ $ 3,268,805 67.1% 56.7% 118 1.34x 5.850% NE ................ $ 5,984,373 74.8% 63.8% 117 1.45x 6.100% AL ................ $ 4,275,889 77.0% 68.9% 83 1.24x 5.420% MA ................ $ 3,600,000 64.6% 54.0% 120 1.50x 5.500% IN ................ $ 3,074,174 69.1% 58.4% 118 1.30x 5.850% MN ................ $ 1,573,674 73.2% 62.0% 119 1.36x 5.940% MI ................ $ 1,384,000 80.0% 70.3% 119 1.35x 5.610% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ----------- (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 amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) For purposes of determining whether a Mortgaged Property is in Northern California or Southern California, Mortgaged Properties north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and Mortgaged Properties in or south of such counties were included in Southern California. S-125 MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 1 MORTGAGE LOANS(1) % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE MORTGAGED CUT-OFF DATE GROUP 1 CUT-OFF DATE STATE PROPERTIES BALANCE BALANCE BALANCE - ------------------ ------------ -------------- -------------- -------------- NJ ............... 11 $159,109,106 15.9% $14,464,464 IL ............... 3 122,095,161 12.2 $40,698,387 NY ............... 2 111,000,000 11.1 $55,500,000 CA ............... 8 104,261,668 10.4 $13,032,708 Northern(3) ..... 5 76,600,000 7.7 $15,320,000 Southern(3) ..... 3 27,661,668 2.8 $ 9,220,556 SC ............... 2 102,557,683 10.3 $51,278,841 FL ............... 10 55,996,297 5.6 $ 5,599,630 WA ............... 3 45,295,865 4.5 $15,098,622 WI ............... 23 36,160,000 3.6 $ 1,572,174 MD ............... 3 34,790,000 3.5 $11,596,667 TX ............... 5 34,468,240 3.5 $ 6,893,648 PA ............... 4 32,766,839 3.3 $ 8,191,710 CT ............... 2 25,650,000 2.6 $12,825,000 DC ............... 1 22,750,000 2.3 $22,750,000 VA ............... 3 22,178,105 2.2 $ 7,392,702 CO ............... 2 19,641,484 2.0 $ 9,820,742 NC ............... 2 16,883,283 1.7 $ 8,441,642 DE ............... 1 12,721,065 1.3 $12,721,065 GA ............... 3 9,828,472 1.0 $ 3,276,157 OH ............... 3 8,903,128 0.9 $ 2,967,709 NE ............... 1 5,984,373 0.6 $ 5,984,373 MS ............... 1 5,160,000 0.5 $ 5,160,000 MA ............... 1 3,600,000 0.4 $ 3,600,000 IN ............... 1 3,074,174 0.3 $ 3,074,174 MN ............... 1 1,573,674 0.2 $ 1,573,674 MI ............... 1 1,384,000 0.1 $ 1,384,000 -- ------------ ----- 97 $997,832,617 100.0% $10,286,934 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE STATE BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - ------------------ -------------- -------------- ---------------- ----------- ----------- ---------- NJ ............... $ 27,683,817 79.3% 69.2% 111 1.28x 6.118% IL ............... $112,500,000 54.1% 48.7% 118 1.71x 5.866% NY ............... $ 93,000,000 56.2% 54.6% 69 2.39x 5.444% CA ............... $ 46,000,000 70.9% 67.1% 86 1.52x 5.617% Northern(3) ..... $ 46,000,000 71.1% 68.3% 83 1.57x 5.567% Southern(3) ..... $ 18,500,000 70.2% 63.6% 93 1.40x 5.755% SC ............... $ 99,834,321 60.6% 45.2% 119 1.76x 5.115% FL ............... $ 11,816,809 69.9% 61.5% 93 1.47x 5.795% WA ............... $ 17,910,000 73.1% 63.9% 105 1.37x 5.452% WI ............... $ 5,832,000 80.0% 70.3% 119 1.33x 5.610% MD ............... $ 17,650,000 75.3% 65.6% 118 1.32x 5.883% TX ............... $ 14,056,000 74.4% 57.3% 131 1.30x 5.789% PA ............... $ 14,611,158 72.3% 62.6% 103 1.53x 5.538% CT ............... $ 13,650,000 74.9% 67.3% 118 1.45x 5.450% DC ............... $ 22,750,000 76.1% 71.9% 82 1.23x 5.450% VA ............... $ 13,424,920 70.0% 52.1% 135 1.46x 6.480% CO ............... $ 16,770,484 74.6% 64.9% 113 1.47x 6.088% NC ............... $ 8,791,295 79.3% 65.9% 119 1.29x 5.300% DE ............... $ 12,721,065 74.0% 60.9% 118 1.64x 5.000% GA ............... $ 3,330,519 67.2% 56.8% 118 1.40x 5.828% OH ............... $ 3,268,805 67.1% 56.7% 118 1.34x 5.850% NE ............... $ 5,984,373 74.8% 63.8% 117 1.45x 6.100% MS ............... $ 5,160,000 80.0% 69.6% 118 1.42x 5.220% MA ............... $ 3,600,000 64.6% 54.0% 120 1.50x 5.500% IN ............... $ 3,074,174 69.1% 58.4% 118 1.30x 5.850% MN ............... $ 1,573,674 73.2% 62.0% 119 1.36x 5.940% MI ............... $ 1,384,000 80.0% 70.3% 119 1.35x 5.610% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ------------- (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 amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) For purposes of determining whether a Mortgaged Property is in Northern California or Southern California, Mortgaged Properties north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and Mortgaged Properties in or south of such counties were included in Southern California. S-126 MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 2 MORTGAGE LOANS(1) % OF NUMBER OF AGGREGATE CUT-OFF DATE AVERAGE MORTGAGED CUT-OFF DATE GROUP 2 CUT-OFF DATE STATE PROPERTIES BALANCE BALANCE BALANCE - --------------------- ------------ -------------- -------------- -------------- AZ .................. 2 $ 58,350,000 36.3% $29,175,000 FL .................. 2 16,878,925 10.5 $ 8,439,462 CA .................. 1 13,500,000 8.4 $13,500,000 Southern(3) ........ 1 13,500,000 8.4 $13,500,000 GA .................. 1 12,700,000 7.9 $12,700,000 OK .................. 1 12,500,000 7.8 $12,500,000 TN .................. 1 12,240,000 7.6 $12,240,000 PA .................. 2 8,588,237 5.3 $ 4,294,119 MS .................. 2 7,920,000 4.9 $ 3,960,000 VA .................. 2 7,536,880 4.7 $ 3,768,440 AL .................. 1 4,275,889 2.7 $ 4,275,889 TX .................. 1 3,885,946 2.4 $ 3,885,946 DC .................. 1 2,371,406 1.5 $ 2,371,406 - ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. WTD. AVG. STATE BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO MORTGAGE RATE - --------------------- -------------- -------------- ---------------- ----------- ----------- -------------- AZ .................. $51,150,000 72.8% 72.5% 59 1.56x 5.045% FL .................. $12,989,646 68.0% 57.9% 119 1.60x 6.085% CA .................. $13,500,000 73.0% 61.9% 119 1.46x 5.170% Southern(3) ........ $13,500,000 73.0% 61.9% 119 1.46x 5.170% GA .................. $12,700,000 79.9% 72.0% 118 1.21x 5.860% OK .................. $12,500,000 79.1% 69.4% 118 1.22x 5.590% TN .................. $12,240,000 80.0% 76.0% 56 1.28x 5.270% PA .................. $ 4,400,000 77.5% 65.2% 119 1.36x 5.677% MS .................. $ 4,800,000 80.0% 69.5% 118 1.38x 5.150% VA .................. $ 5,536,880 73.4% 57.3% 162 1.29x 6.274% AL .................. $ 4,275,889 77.0% 68.9% 83 1.24x 5.420% TX .................. $ 3,885,946 79.6% 66.3% 119 1.38x 5.760% DC .................. $ 2,371,406 79.0% 66.7% 118 1.29x 5.750% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ----------- (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 amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) For purposes of determining whether a Mortgaged Property is in Northern California or Southern California, Mortgaged Properties north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and Mortgaged Properties in or south of such counties were included in Southern California. S-127 RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE POOL CUT-OFF DATE RANGE OF UNDERWRITTEN DSC RATIOS (X) OF LOANS BALANCE BALANCE BALANCE - ----------------------------------------- ---------- ----------------- -------------- -------------- 1.20 -- 1.24 ............................ 12 $ 112,838,155 9.7% $ 9,403,180 1.25 -- 1.29 ............................ 15 198,100,522 17.1 $13,206,701 1.30 -- 1.34 ............................ 13 111,950,424 9.7 $ 8,611,571 1.35 -- 1.39 ............................ 13 120,644,223 10.4 $ 9,280,325 1.40 -- 1.44 ............................ 5 22,680,929 2.0 $ 4,536,186 1.45 -- 1.49 ............................ 12 102,236,195 8.8 $ 8,519,683 1.50 -- 1.54 ............................ 3 16,848,909 1.5 $ 5,616,303 1.55 -- 1.59 ............................ 2 65,761,158 5.7 $32,880,579 1.60 -- 1.64 ............................ 1 12,721,065 1.1 $12,721,065 1.65 -- 1.69 ............................ 1 10,000,000 0.9 $10,000,000 1.70 -- 1.74 ............................ 4 178,882,729 15.4 $44,720,682 1.75 -- 1.79 ............................ 2 101,726,272 8.8 $50,863,136 1.80 -- 1.84 ............................ 1 2,028,064 0.2 $ 2,028,064 1.90 -- 1.94 ............................ 1 4,000,000 0.3 $ 4,000,000 2.00 -- 2.04 ............................ 1 2,290,256 0.2 $ 2,290,256 2.10 -- 2.14 ............................ 1 2,871,000 0.2 $ 2,871,000 2.30 -- 2.61 ............................ 1 93,000,000 8.0 $93,000,000 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE RANGE OF UNDERWRITTEN DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 1.20 -- 1.24 ............................ $ 22,750,000 77.5% 68.2% 107 1.22x 5.681% 1.25 -- 1.29 ............................ $ 72,955,000 78.5% 67.3% 118 1.27x 6.003% 1.30 -- 1.34 ............................ $ 26,000,000 74.8% 65.7% 108 1.32x 5.645% 1.35 -- 1.39 ............................ $ 30,480,000 75.6% 65.5% 112 1.37x 5.695% 1.40 -- 1.44 ............................ $ 5,595,161 76.0% 65.3% 118 1.42x 5.685% 1.45 -- 1.49 ............................ $ 18,500,000 70.8% 61.2% 104 1.47x 5.829% 1.50 -- 1.54 ............................ $ 12,000,000 68.1% 61.5% 119 1.53x 5.430% 1.55 -- 1.59 ............................ $ 51,150,000 72.4% 69.7% 72 1.59x 5.130% 1.60 -- 1.64 ............................ $ 12,721,065 74.0% 60.9% 118 1.64x 5.000% 1.65 -- 1.69 ............................ $ 10,000,000 69.4% 69.4% 57 1.67x 5.430% 1.70 -- 1.74 ............................ $112,500,000 59.8% 55.4% 103 1.72x 5.793% 1.75 -- 1.79 ............................ $ 99,834,321 60.0% 44.6% 119 1.77x 5.101% 1.80 -- 1.84 ............................ $ 2,028,064 65.4% 56.9% 99 1.81x 5.450% 1.90 -- 1.94 ............................ $ 4,000,000 52.6% 49.3% 118 1.91x 6.080% 2.00 -- 2.04 ............................ $ 2,290,256 44.3% 34.1% 117 2.02x 5.700% 2.10 -- 2.14 ............................ $ 2,871,000 55.0% 55.0% 81 2.14x 5.550% 2.30 -- 2.61 ............................ $ 93,000,000 51.7% 51.7% 60 2.61x 5.410% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-128 RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE GROUP 1 CUT-OFF DATE RANGE OF UNDERWRITTEN DSC RATIOS (X) OF LOANS BALANCE BALANCE BALANCE - -------------------------------------- ---------- -------------- -------------- -------------- 1.20 -- 1.24 ......................... 8 $ 81,362,266 8.2% $10,170,283 1.25 -- 1.29 ......................... 12 179,599,838 18.0 $14,966,653 1.30 -- 1.34 ......................... 9 90,013,544 9.0 $10,001,505 1.35 -- 1.39 ......................... 12 116,758,277 11.7 $ 9,729,856 1.40 -- 1.44 ......................... 4 18,492,692 1.9 $ 4,623,173 1.45 -- 1.49 ......................... 10 85,616,195 8.6 $ 8,561,619 1.50 -- 1.54 ......................... 3 16,848,909 1.7 $ 5,616,303 1.55 -- 1.59 ......................... 1 14,611,158 1.5 $14,611,158 1.60 -- 1.64 ......................... 1 12,721,065 1.3 $12,721,065 1.65 -- 1.69 ......................... 1 10,000,000 1.0 $10,000,000 1.70 -- 1.74 ......................... 3 165,893,083 16.6 $55,297,694 1.75 -- 1.79 ......................... 2 101,726,272 10.2 $50,863,136 1.80 -- 1.84 ......................... 1 2,028,064 0.2 $ 2,028,064 1.90 -- 1.94 ......................... 1 4,000,000 0.4 $ 4,000,000 2.00 -- 2.04 ......................... 1 2,290,256 0.2 $ 2,290,256 2.10 -- 2.14 ......................... 1 2,871,000 0.3 $ 2,871,000 2.30 -- 2.61 ......................... 1 93,000,000 9.3 $93,000,000 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE RANGE OF UNDERWRITTEN DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - -------------------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 1.20 -- 1.24 ......................... $ 22,750,000 76.9% 67.4% 105 1.23x 5.682% 1.25 -- 1.29 ......................... $ 72,955,000 78.4% 66.7% 122 1.27x 6.060% 1.30 -- 1.34 ......................... $ 26,000,000 74.1% 65.2% 107 1.32x 5.662% 1.35 -- 1.39 ......................... $ 30,480,000 75.4% 65.4% 112 1.37x 5.693% 1.40 -- 1.44 ......................... $ 5,595,161 76.2% 65.7% 119 1.42x 5.661% 1.45 -- 1.49 ......................... $ 18,500,000 70.2% 60.8% 101 1.47x 5.957% 1.50 -- 1.54 ......................... $ 12,000,000 68.1% 61.5% 119 1.53x 5.430% 1.55 -- 1.59 ......................... $ 14,611,158 74.9% 62.6% 119 1.57x 5.480% 1.60 -- 1.64 ......................... $ 12,721,065 74.0% 60.9% 118 1.64x 5.000% 1.65 -- 1.69 ......................... $ 10,000,000 69.4% 69.4% 57 1.67x 5.430% 1.70 -- 1.74 ......................... $112,500,000 59.4% 55.4% 102 1.72x 5.765% 1.75 -- 1.79 ......................... $ 99,834,321 60.0% 44.6% 119 1.77x 5.101% 1.80 -- 1.84 ......................... $ 2,028,064 65.4% 56.9% 99 1.81x 5.450% 1.90 -- 1.94 ......................... $ 4,000,000 52.6% 49.3% 118 1.91x 6.080% 2.00 -- 2.04 ......................... $ 2,290,256 44.3% 34.1% 117 2.02x 5.700% 2.10 -- 2.14 ......................... $ 2,871,000 55.0% 55.0% 81 2.14x 5.550% 2.30 -- 2.61 ......................... $ 93,000,000 51.7% 51.7% 60 2.61x 5.410% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ---------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-129 RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE GROUP 2 CUT-OFF DATE RANGE OF UNDERWRITTEN DSC RATIOS (X) OF LOANS BALANCE BALANCE BALANCE - ----------------------------------------- ---------- -------------- -------------- -------------- 1.20 -- 1.24 ............................ 4 $ 31,475,889 19.6% $ 7,868,972 1.25 -- 1.29 ............................ 3 18,500,684 11.5 $ 6,166,895 1.30 -- 1.34 ............................ 4 21,936,880 13.6 $ 5,484,220 1.35 -- 1.39 ............................ 1 3,885,946 2.4 $ 3,885,946 1.40 -- 1.44 ............................ 1 4,188,237 2.6 $ 4,188,237 1.45 -- 1.49 ............................ 2 16,620,000 10.3 $ 8,310,000 1.55 -- 1.59 ............................ 1 51,150,000 31.8 $51,150,000 1.70 -- 1.70 ............................ 1 12,989,646 8.1 $12,989,646 -- ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. WTD. AVG. RANGE OF UNDERWRITTEN DSC RATIOS (X) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO MORTGAGE RATE - ----------------------------------------- -------------- -------------- -------------- ---------- ----------- -------------- 1.20 -- 1.24 ............................ $12,700,000 79.2% 70.4% 113 1.22x 5.680% 1.25 -- 1.29 ............................ $12,240,000 79.7% 73.0% 77 1.28x 5.458% 1.30 -- 1.34 ............................ $ 7,200,000 77.7% 67.6% 114 1.31x 5.575% 1.35 -- 1.39 ............................ $ 3,885,946 79.6% 66.3% 119 1.38x 5.760% 1.40 -- 1.44 ............................ $ 4,188,237 74.9% 63.3% 117 1.42x 5.790% 1.45 -- 1.49 ............................ $13,500,000 74.3% 63.3% 119 1.46x 5.166% 1.55 -- 1.59 ............................ $51,150,000 71.7% 71.7% 59 1.59x 5.030% 1.70 -- 1.70 ............................ $12,989,646 64.6% 55.1% 119 1.70x 6.150% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ----------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE POOL CUT-OFF DATE RANGE OF LTV RATIOS (%) OF LOANS BALANCE BALANCE BALANCE - ------------------------- ---------- ----------------- -------------- -------------- 40.01 -- 50.00 .......... 2 $ 4,182,207 0.4% $ 2,091,103 50.01 -- 55.00 .......... 5 216,971,000 18.7 $43,394,200 60.01 -- 65.00 .......... 9 136,502,649 11.8 $15,166,961 65.01 -- 70.00 .......... 14 119,719,851 10.3 $ 8,551,418 70.01 -- 75.00 .......... 23 289,524,817 25.0 $12,588,036 75.01 -- 80.00 .......... 34 318,724,377 27.5 $ 9,374,246 80.01 -- 81.42 .......... 1 72,955,000 6.3 $72,955,000 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE RANGE OF LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 40.01 -- 50.00 .......... $ 2,290,256 46.8% 36.0% 117 1.92x 5.700% 50.01 -- 55.00 .......... $112,500,000 52.6% 49.6% 93 2.11x 5.662% 60.01 -- 65.00 .......... $ 99,834,321 61.0% 47.1% 119 1.72x 5.286% 65.01 -- 70.00 .......... $ 26,000,000 69.1% 60.1% 110 1.43x 5.827% 70.01 -- 75.00 .......... $ 51,150,000 73.2% 65.1% 97 1.49x 5.591% 75.01 -- 80.00 .......... $ 30,480,000 79.0% 69.6% 106 1.29x 5.636% 80.01 -- 81.42 .......... $ 72,955,000 81.4% 72.6% 117 1.27x 6.260% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-130 RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE GROUP 1 CUT-OFF DATE RANGE OF LTV RATIOS (%) OF LOANS BALANCE BALANCE BALANCE - ------------------------- ---------- -------------- -------------- -------------- 40.01 -- 50.00 .......... 2 $ 4,182,207 0.4% $ 2,091,103 50.01 -- 55.00 .......... 5 216,971,000 21.7 $43,394,200 60.01 -- 65.00 .......... 8 123,513,003 12.4 $15,439,125 65.01 -- 70.00 .......... 14 119,719,851 12.0 $ 8,551,418 70.01 -- 75.00 .......... 19 215,149,700 21.6 $11,323,668 75.01 -- 80.00 .......... 22 245,341,858 24.6 $11,151,903 80.01 -- 81.42 .......... 1 72,955,000 7.3 $72,955,000 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE RANGE OF LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 40.01 -- 50.00 .......... $ 2,290,256 46.8% 36.0% 117 1.92x 5.700% 50.01 -- 55.00 .......... $112,500,000 52.6% 49.6% 93 2.11x 5.662% 60.01 -- 65.00 .......... $ 99,834,321 60.7% 46.2% 119 1.72x 5.196% 65.01 -- 70.00 .......... $ 26,000,000 69.1% 60.1% 110 1.43x 5.827% 70.01 -- 75.00 .......... $ 46,000,000 73.6% 64.1% 102 1.47x 5.724% 75.01 -- 80.00 .......... $ 30,480,000 78.8% 69.2% 108 1.30x 5.673% 80.01 -- 81.42 .......... $ 72,955,000 81.4% 72.6% 117 1.27x 6.260% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE GROUP 2 CUT-OFF DATE RANGE OF LTV RATIOS (%) OF LOANS BALANCE BALANCE BALANCE - ------------------------- ---------- -------------- -------------- -------------- 60.01 -- 65.00 .......... 1 $ 12,989,646 8.1% $12,989,646 70.01 -- 75.00 .......... 4 74,375,117 46.3 $18,593,779 75.01 -- 80.00 .......... 12 73,382,519 45.7 $ 6,115,210 -- ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE RANGE OF LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 60.01 -- 65.00 .......... $12,989,646 64.6% 55.1% 119 1.70x 6.150% 70.01 -- 75.00 .......... $51,150,000 72.1% 68.1% 82 1.54x 5.208% 75.01 -- 80.00 .......... $12,700,000 79.6% 71.2% 100 1.27x 5.512% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-131 RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY OR ANTICIPATED REPAYMENT DATE % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF RANGE OF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE DATE POOL DATE REPAYMENT DATE LTV RATIOS (%)* OF LOANS BALANCE BALANCE BALANCE - ---------------------------------- ---------- ----------------- ----------- ------------- 0.00 -- 5.00 .................... 1 $ 3,186,932 0.3% $ 3,186,932 30.01 -- 40.00 ................... 2 4,182,207 0.4 $ 2,091,103 40.01 -- 50.00 ................... 5 227,659,442 19.6 $45,531,888 50.01 -- 55.00 ................... 10 125,086,561 10.8 $12,508,656 55.01 -- 60.00 ................... 13 108,875,207 9.4 $ 8,375,016 60.01 -- 65.00 ................... 19 170,991,687 14.8 $ 8,999,562 65.01 -- 70.00 ................... 24 208,873,700 18.0 $ 8,703,071 70.01 -- 75.00 ................... 12 290,284,164 25.1 $24,190,347 75.01 -- 77.77 ................... 2 19,440,000 1.7 $ 9,720,000 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. RANGE OF MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE LTV RATIOS (%)* BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------------- --------------- ----------- ----------- ---------- ----------- ---------- 0.00 -- 5.00 .................... $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% 30.01 -- 40.00 ................... $ 2,290,256 46.8% 36.0% 117 1.92x 5.700% 40.01 -- 50.00 ................... $112,500,000 56.8% 46.4% 120 1.73x 5.540% 50.01 -- 55.00 ................... $ 93,000,000 54.7% 52.0% 77 2.33x 5.505% 55.01 -- 60.00 ................... $ 20,900,000 69.3% 57.2% 118 1.41x 6.090% 60.01 -- 65.00 ................... $ 26,000,000 73.6% 63.2% 116 1.40x 5.672% 65.01 -- 70.00 ................... $ 18,500,000 77.1% 67.8% 106 1.35x 5.594% 70.01 -- 75.00 ................... $ 72,955,000 77.6% 72.3% 91 1.40x 5.672% 75.01 -- 77.77 ................... $ 12,240,000 80.0% 76.7% 57 1.29x 5.226% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ---------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY OR ANTICIPATED REPAYMENT DATE % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF RANGE OF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE GROUP 1 DATE REPAYMENT DATE LTV RATIOS (%)* OF LOANS BALANCE BALANCE BALANCE - ---------------------------------- ---------- -------------- --------- ------------- 0.00 -- 5.00 .................... 1 $ 3,186,932 0.3% $ 3,186,932 30.01 -- 40.00 ................... 2 4,182,207 0.4 $ 2,091,103 40.01 -- 50.00 ................... 5 227,659,442 22.8 $45,531,888 50.01 -- 55.00 ................... 9 119,549,681 12.0 $13,283,298 55.01 -- 60.00 ................... 12 95,885,561 9.6 $ 7,990,463 60.01 -- 65.00 ................... 17 153,303,449 15.4 $ 9,017,850 65.01 -- 70.00 ................... 15 167,631,180 16.8 $11,175,412 70.01 -- 74.19 ................... 10 226,434,164 22.7 $22,643,416 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. RANGE OF MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE LTV RATIOS (%)* BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------------- --------------- ----------- ----------- ---------- ----------- ---------- 0.00 -- 5.00 .................... $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% 30.01 -- 40.00 ................... $ 2,290,256 46.8% 36.0% 117 1.92x 5.700% 40.01 -- 50.00 ................... $112,500,000 56.8% 46.4% 120 1.73x 5.540% 50.01 -- 55.00 ................... $ 93,000,000 54.0% 52.0% 72 2.38x 5.459% 55.01 -- 60.00 ................... $ 20,900,000 69.9% 57.5% 118 1.37x 6.082% 60.01 -- 65.00 ................... $ 26,000,000 73.6% 63.3% 116 1.39x 5.713% 65.01 -- 70.00 ................... $ 18,500,000 76.6% 67.7% 103 1.37x 5.608% 70.01 -- 74.19 ................... $ 72,955,000 78.9% 72.4% 97 1.37x 5.807% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ---------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-132 RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE MATURITY OR ANTICIPATED REPAYMENT DATE % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF RANGE OF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE GROUP 2 DATE REPAYMENT DATE LTV RATIOS (%)* OF LOANS BALANCE BALANCE BALANCE - ---------------------------------- ---------- -------------- --------- ------------- 50.01 -- 55.00 ................... 1 $ 5,536,880 3.4% $ 5,536,880 55.01 -- 60.00 ................... 1 12,989,646 8.1 $12,989,646 60.01 -- 65.00 ................... 2 17,688,237 11.0 $ 8,844,119 65.01 -- 70.00 ................... 9 41,242,519 25.7 $ 4,582,502 70.01 -- 75.00 ................... 2 63,850,000 39.7 $31,925,000 75.01 -- 77.77 ................... 2 19,440,000 12.1 $ 9,720,000 - ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. RANGE OF MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE LTV RATIOS (%)* BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------------- ------------- ----------- ----------- ---------- ----------- ---------- 50.01 -- 55.00 ................... $ 5,536,880 71.0% 53.2% 177 1.31x 6.500% 55.01 -- 60.00 ................... $12,989,646 64.6% 55.1% 119 1.70x 6.150% 60.01 -- 65.00 ................... $13,500,000 73.4% 62.2% 119 1.45x 5.317% 65.01 -- 70.00 ................... $12,500,000 79.3% 68.4% 115 1.29x 5.540% 70.01 -- 75.00 ................... $51,150,000 73.4% 71.8% 71 1.51x 5.195% 75.01 -- 77.77 ................... $12,240,000 80.0% 76.7% 57 1.29x 5.226% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF DATE DATE POOL DATE RANGE OF MORTGAGE RATES (%) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- ----------------- ----------- -------------- 5.000 -- 5.249 .............. 11 $ 237,540,550 20.5% $21,594,595 5.250 -- 5.499 .............. 14 226,272,684 19.5 $16,162,335 5.500 -- 5.749 .............. 23 219,050,831 18.9 $ 9,523,949 5.750 -- 5.999 .............. 22 230,757,402 19.9 $10,488,973 6.000 -- 6.249 .............. 9 72,012,771 6.2 $ 8,001,419 6.250 -- 6.499 .............. 6 142,167,053 12.3 $23,694,509 6.500 -- 6.670 .............. 3 30,778,608 2.7 $10,259,536 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE RANGE OF MORTGAGE RATES (%) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 5.000 -- 5.249 .............. $ 99,834,321 68.7% 59.1% 96 1.60x 5.094% 5.250 -- 5.499 .............. $ 93,000,000 65.3% 60.9% 81 1.89x 5.394% 5.500 -- 5.749 .............. $ 46,000,000 73.6% 66.2% 106 1.44x 5.586% 5.750 -- 5.999 .............. $112,500,000 63.9% 56.2% 115 1.53x 5.855% 6.000 -- 6.249 .............. $ 17,650,000 72.0% 62.4% 115 1.46x 6.147% 6.250 -- 6.499 .............. $ 72,955,000 79.0% 66.3% 123 1.27x 6.272% 6.500 -- 6.670 .............. $ 13,424,920 70.1% 55.0% 129 1.44x 6.626% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-133 RANGE OF MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF NUMBER CUT-OFF DATE GROUP 1 DATE RANGE OF MORTGAGE RATES (%) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- -------------- --------- -------------- 5.000 -- 5.249 .............. 6 $157,770,550 15.8% $26,295,092 5.250 -- 5.499 .............. 12 209,756,795 21.0 $17,479,733 5.500 -- 5.749 .............. 20 200,150,831 20.1 $10,007,542 5.750 -- 5.999 .............. 17 203,722,534 20.4 $11,983,678 6.000 -- 6.249 .............. 8 59,023,125 5.9 $ 7,377,891 6.250 -- 6.499 .............. 6 142,167,053 14.2 $23,694,509 6.500 -- 6.670 .............. 2 25,241,729 2.5 $12,620,864 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE RANGE OF MORTGAGE RATES (%) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 5.000 -- 5.249 .............. $ 99,834,321 66.3% 53.3% 106 1.65x 5.103% 5.250 -- 5.499 .............. $ 93,000,000 64.2% 59.8% 82 1.93x 5.400% 5.500 -- 5.749 .............. $ 46,000,000 73.0% 66.0% 104 1.45x 5.586% 5.750 -- 5.999 .............. $112,500,000 61.9% 54.6% 115 1.56x 5.859% 6.000 -- 6.249 .............. $ 17,650,000 73.6% 64.0% 115 1.41x 6.147% 6.250 -- 6.499 .............. $ 72,955,000 79.0% 66.3% 123 1.27x 6.272% 6.500 -- 6.670 .............. $ 13,424,920 69.9% 55.4% 119 1.47x 6.654% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF NUMBER CUT-OFF DATE GROUP 2 DATE RANGE OF MORTGAGE RATES (%) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- -------------- --------- -------------- 5.030 -- 5.249 .............. 5 $ 79,770,000 49.6% $15,954,000 5.250 -- 5.499 .............. 2 16,515,889 10.3 $ 8,257,944 5.500 -- 5.749 .............. 3 18,900,000 11.8 $ 6,300,000 5.750 -- 5.999 .............. 5 27,034,868 16.8 $ 5,406,974 6.000 -- 6.249 .............. 1 12,989,646 8.1 $12,989,646 6.250 -- 6.500 .............. 1 5,536,880 3.4 $ 5,536,880 - ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE RANGE OF MORTGAGE RATES (%) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 5.030 -- 5.249 .............. $51,150,000 73.5% 70.4% 75 1.52x 5.076% 5.250 -- 5.499 .............. $12,240,000 79.2% 74.2% 63 1.27x 5.309% 5.500 -- 5.749 .............. $12,500,000 79.4% 68.8% 119 1.24x 5.592% 5.750 -- 5.999 .............. $12,700,000 78.9% 68.7% 118 1.28x 5.827% 6.000 -- 6.249 .............. $12,989,646 64.6% 55.1% 119 1.70x 6.150% 6.250 -- 6.500 .............. $ 5,536,880 71.0% 53.2% 177 1.31x 6.500% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ---------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-134 RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR ALL MORTGAGE LOANS % OF AVERAGE RANGE OF ORIGINAL TERMS TO AGGREGATE CUT-OFF CUT-OFF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE DATE POOL DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - ---------------------------- ---------- ----------------- ----------- -------------- 0 -- 60 .................. 7 $ 148,735,164 12.8% $21,247,881 61 -- 84 .................. 9 181,641,178 15.7 $20,182,353 85 -- 108 ................. 1 2,028,064 0.2 $ 2,028,064 109 -- 120 ................. 68 810,726,561 70.0 $11,922,449 169 -- 180 ................. 2 12,262,001 1.1 $ 6,131,000 229 -- 240 ................. 1 3,186,932 0.3 $ 3,186,932 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF ORIGINAL TERMS TO CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 0 -- 60 .................. $ 51,150,000 74.6% 73.3% 59 1.55x 5.265% 61 -- 84 .................. $ 93,000,000 62.2% 59.4% 70 2.02x 5.456% 85 -- 108 ................. $ 2,028,064 65.4% 56.9% 99 1.81x 5.450% 109 -- 120 ................. $112,500,000 70.2% 59.8% 118 1.46x 5.746% 169 -- 180 ................. $ 6,725,121 71.3% 48.2% 177 1.29x 6.484% 229 -- 240 ................. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 1 MORTGAGE LOANS % OF CUT-OFF AVERAGE RANGE OF ORIGINAL TERMS TO AGGREGATE DATE CUT-OFF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE GROUP 1 DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - ---------------------------- ---------- -------------- --------- -------------- 0 -- 60 .................. 4 $ 78,145,164 7.8% $19,536,291 61 -- 84 .................. 8 177,365,290 17.8 $22,170,661 85 -- 108 ................. 1 2,028,064 0.2 $ 2,028,064 109 -- 120 ................. 56 730,382,046 73.2 $13,042,537 169 -- 180 ................. 1 6,725,121 0.7 $ 6,725,121 229 -- 240 ................. 1 3,186,932 0.3 $ 3,186,932 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF ORIGINAL TERMS TO CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 0 -- 60 .................. $ 46,000,000 75.1% 73.4% 59 1.59x 5.428% 61 -- 84 .................. $ 93,000,000 61.9% 59.2% 70 2.04x 5.457% 85 -- 108 ................. $ 2,028,064 65.4% 56.9% 99 1.81x 5.450% 109 -- 120 ................. $112,500,000 69.5% 59.2% 118 1.47x 5.757% 169 -- 180 ................. $ 6,725,121 71.5% 44.1% 177 1.28x 6.470% 229 -- 240 ................. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-135 RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 2 MORTGAGE LOANS % OF CUT-OFF AVERAGE RANGE OF ORIGINAL TERMS TO AGGREGATE DATE CUT-OFF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE GROUP 2 DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - ---------------------------- ---------- -------------- --------- -------------- 0 -- 60 .................. 3 $ 70,590,000 43.9% $23,530,000 61 -- 84 .................. 1 4,275,889 2.7 $ 4,275,889 109 -- 120 ................. 12 80,344,514 50.0 $ 6,695,376 169 -- 180 ................. 1 5,536,880 3.4 $ 5,536,880 -- ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF ORIGINAL TERMS TO CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ---------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 0 -- 60 .................. $51,150,000 74.0% 73.1% 58 1.51x 5.084% 61 -- 84 .................. $ 4,275,889 77.0% 68.9% 83 1.24x 5.420% 109 -- 120 ................. $13,500,000 75.8% 65.4% 118 1.38x 5.647% 169 -- 180 ................. $ 5,536,880 71.0% 53.2% 177 1.31x 6.500% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AVERAGE RANGE OF REMAINING TERMS TO AGGREGATE CUT-OFF CUT-OFF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE DATE POOL DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- ----------------- ----------- -------------- 0 -- 60 ................... 8 $ 241,735,164 20.9% $30,216,896 61 -- 84 ................... 8 88,641,178 7.7 $11,080,147 85 -- 108 .................. 1 2,028,064 0.2 $ 2,028,064 109 -- 120 .................. 68 810,726,561 70.0 $11,922,449 169 -- 180 .................. 2 12,262,001 1.1 $ 6,131,000 229 -- 238 .................. 1 3,186,932 0.3 $ 3,186,932 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF REMAINING TERMS TO CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 0 -- 60 ................... $ 93,000,000 65.8% 65.0% 59 1.96x 5.321% 61 -- 84 ................... $ 22,750,000 73.3% 67.6% 81 1.40x 5.505% 85 -- 108 .................. $ 2,028,064 65.4% 56.9% 99 1.81x 5.450% 109 -- 120 .................. $112,500,000 70.2% 59.8% 118 1.46x 5.746% 169 -- 180 .................. $ 6,725,121 71.3% 48.2% 177 1.29x 6.484% 229 -- 238 .................. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-136 RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF CUT-OFF AVERAGE RANGE OF REMAINING TERMS TO AGGREGATE DATE CUT-OFF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE GROUP 1 DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- -------------- --------- -------------- 0 -- 60 .................. 5 $171,145,164 17.2% $34,229,033 61 -- 84 .................. 7 84,365,290 8.5 $12,052,184 85 -- 108 .................. 1 2,028,064 0.2 $ 2,028,064 109 -- 120 .................. 56 730,382,046 73.2 $13,042,537 169 -- 180 .................. 1 6,725,121 0.7 $ 6,725,121 229 -- 238 .................. 1 3,186,932 0.3 $ 3,186,932 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF REMAINING TERMS TO CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 0 -- 60 .................. $ 93,000,000 62.4% 61.6% 60 2.14x 5.418% 61 -- 84 .................. $ 22,750,000 73.1% 67.5% 80 1.41x 5.510% 85 -- 108 .................. $ 2,028,064 65.4% 56.9% 99 1.81x 5.450% 109 -- 120 .................. $112,500,000 69.5% 59.2% 118 1.47x 5.757% 169 -- 180 .................. $ 6,725,121 71.5% 44.1% 177 1.28x 6.470% 229 -- 238 .................. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF CUT-OFF AVERAGE RANGE OF REMAINING TERMS TO AGGREGATE DATE CUT-OFF MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE GROUP 2 DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- -------------- --------- -------------- 0 -- 60 .................. 3 $ 70,590,000 43.9% $23,530,000 61 -- 84 .................. 1 4,275,889 2.7 $ 4,275,889 109 -- 120 .................. 12 80,344,514 50.0 $ 6,695,376 169 -- 177 .................. 1 5,536,880 3.4 $ 5,536,880 -- ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF REMAINING TERMS TO CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. MATURITY OR ANTICIPATED DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- ----------- ----------- ---------- ----------- ---------- 0 -- 60 .................. $51,150,000 74.0% 73.1% 58 1.51x 5.084% 61 -- 84 .................. $ 4,275,889 77.0% 68.9% 83 1.24x 5.420% 109 -- 120 .................. $13,500,000 75.8% 65.4% 118 1.38x 5.647% 169 -- 177 .................. $ 5,536,880 71.0% 53.2% 177 1.31x 6.500% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-137 RANGE OF REMAINING AMORTIZATION TERMS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AVERAGE RANGE OF AGGREGATE CUT-OFF CUT-OFF REMAINING AMORTIZATION NUMBER CUT-OFF DATE DATE POOL DATE TERMS (MONTHS)(1) OF LOANS BALANCE BALANCE BALANCE - ------------------------ ---------- ----------------- ----------- ------------- 229 -- 264 ............. 1 $ 3,186,932 0.3% $ 3,186,932 265 -- 300 ............. 8 174,883,377 15.1 $21,860,422 349 -- 360 ............. 74 777,488,591 67.1 $10,506,603 Non-amortizing ......... 5 203,021,000 17.5 $40,604,200 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. REMAINING AMORTIZATION DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE TERMS (MONTHS)(1) BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - ------------------------ --------------- ----------- ------------- ----------- ----------- ---------- 229 -- 264 ............. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% 265 -- 300 ............. $ 99,834,321 65.1% 49.7% 121 1.60x 5.644% 349 -- 360 ............. $112,500,000 72.2% 63.6% 111 1.41x 5.723% Non-amortizing ......... $ 93,000,000 62.8% 62.8% 60 2.10x 5.353% $112,500,000 69.5% 61.2% 104 1.56x 5.648% The weighted average remaining amortization term for all Mortgage Loans (excluding non-amortizing loans) is 348 months. - ------- (1) The remaining amortization term shown for any Mortgage Loan that is interest-only for part of its term does not include the number of months during which it is interest-only, but rather is the number of months remaining at the end of such interest-only period. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF REMAINING AMORTIZATION TERMS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF CUT-OFF AVERAGE RANGE OF AGGREGATE DATE CUT-OFF REMAINING AMORTIZATION NUMBER CUT-OFF DATE GROUP 1 DATE TERMS (MONTHS)(1) OF LOANS BALANCE BALANCE BALANCE - ------------------------ ---------- -------------- --------- ------------- 229 -- 264 ............. 1 $ 3,186,932 0.3% $ 3,186,932 265 -- 300 ............. 8 174,883,377 17.5 $21,860,422 349 -- 360 ............. 58 667,891,308 66.9 $11,515,367 Non-amortizing ......... 4 151,871,000 15.2 $37,967,750 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. REMAINING AMORTIZATION DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE TERMS (MONTHS)(1) BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - ------------------------ --------------- ----------- ------------- ----------- ----------- ---------- 229 -- 264 ............. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% 265 -- 300 ............. $ 99,834,321 65.1% 49.7% 121 1.60x 5.644% 349 -- 360 ............. $112,500,000 71.5% 63.1% 112 1.42x 5.742% Non-amortizing ......... $ 93,000,000 59.7% 59.7% 60 2.27x 5.462% $112,500,000 68.6% 60.0% 106 1.58x 5.684% The weighted average remaining amortization term for all Loan Group 1 Mortgage Loans (excluding non-amortizing loans) is 347 months. - ------- (1) The remaining amortization term shown for any Mortgage Loan that is interest-only for part of its term does not include the number of months during which it is interest-only, but rather is the number of months remaining at the end of such interest-only period. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-138 RANGE OF REMAINING AMORTIZATION TERMS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF CUT-OFF AVERAGE RANGE OF AGGREGATE DATE CUT-OFF REMAINING AMORTIZATION NUMBER OF CUT-OFF DATE GROUP 2 DATE TERMS (MONTHS)(1) LOANS BALANCE BALANCE BALANCE - ------------------------ ----------- -------------- --------- ------------- 349 -- 360 ............. 16 $109,597,283 68.2% $ 6,849,830 Non-amortizing ......... 1 51,150,000 31.8 $51,150,000 -- ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING RANGE OF CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. REMAINING AMORTIZATION DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE TERMS (MONTHS)(1) BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - ------------------------ -------------- ----------- ------------- ----------- ----------- ---------- 349 -- 360 ............. $13,500,000 76.4% 66.9% 109 1.35x 5.606% Non-amortizing ......... $51,150,000 71.7% 71.7% 59 1.59x 5.030% $51,150,000 74.9% 68.5% 93 1.43x 5.423% The weighted average remaining amortization term for all Loan Group 2 Mortgage Loans (excluding non-amortizing loans) is 359 months. - ---------- (1) The remaining amortization term shown for any Mortgage Loan that is interest-only for part of its term does not include the number of months during which it is interest-only, but rather is the number of months remaining at the end of such interest-only period. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. AMORTIZATION TYPES FOR ALL MORTGAGE LOANS % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF DATE DATE POOL DATE AMORTIZATION TYPES OF LOANS BALANCE BALANCE BALANCE - -------------------------------------- ---------- ----------------- ----------- -------------- Interest-only, Amortizing Balloon(2).. 27 $ 490,704,000 42.4% $18,174,222 Amortizing Balloon ................... 38 352,371,005 30.4 $ 9,272,921 Interest-only, ARD ................... 4 110,021,000 9.5 $27,505,250 Interest-only, Balloon ............... 1 93,000,000 8.0 $93,000,000 Amortizing ARD ....................... 11 56,689,186 4.9 $ 5,153,562 Interest-only, Amortizing ARD(2) ..... 6 52,607,777 4.5 $ 8,767,963 Fully Amortizing ..................... 1 3,186,932 0.3 $ 3,186,932 -- -------------- ----- 88 $1,158,579,900 100.0% $13,165,681 == ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE AMORTIZATION TYPES BALANCE RATIO MATURITY(1) (MOS.)(1) DSC RATIO RATE - -------------------------------------- --------------- ----------- ------------- ----------- ----------- ---------- Interest-only, Amortizing Balloon(2).. $112,500,000 71.6% 63.6% 112 1.40x 5.802% Amortizing Balloon ................... $ 99,834,321 69.5% 56.7% 116 1.52x 5.581% Interest-only, ARD ................... $ 51,150,000 72.1% 72.1% 60 1.66x 5.306% Interest-only, Balloon ............... $ 93,000,000 51.7% 51.7% 60 2.61x 5.410% Amortizing ARD ....................... $ 17,910,000 70.5% 60.4% 107 1.40x 5.620% Interest-only, Amortizing ARD(2) ..... $ 18,500,000 74.8% 66.8% 105 1.40x 5.780% Fully Amortizing ..................... $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% $112,500,000 69.5% 61.2% 104 1.56x 5.648% - ---------- (1) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (2) These Mortgage Loans require payments of interest only for a period of 2 to 60 months from origination prior to the commencement of payments of principal and interest. S-139 AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF NUMBER CUT-OFF DATE GROUP 1 DATE AMORTIZATION TYPES OF LOANS BALANCE BALANCE BALANCE - ------------------------------ ---------- -------------- --------- -------------- Interest-only, Amortizing Balloon(2) .................. 21 $430,564,000 43.1% $20,503,048 Amortizing Balloon ........... 30 310,833,722 31.2 $10,361,124 Interest-only, Balloon ....... 1 93,000,000 9.3 $93,000,000 Interest-only, ARD ........... 3 58,871,000 5.9 $19,623,667 Amortizing ARD ............... 11 56,689,186 5.7 $ 5,153,562 Interest-only, Amortizing ARD(2) ...................... 4 44,687,777 4.5 $11,171,944 Fully Amortizing ............. 1 3,186,932 0.3 $ 3,186,932 -- ------------ ----- 71 $997,832,617 100.0% $14,053,981 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE AMORTIZATION TYPES BALANCE RATIO MATURITY(1) (MOS.)(1) DSC RATIO RATE - ------------------------------ --------------- ----------- ------------- ----------- ----------- ---------- Interest-only, Amortizing Balloon(2) .................. $112,500,000 70.6% 62.7% 114 1.42x 5.853% Amortizing Balloon ........... $ 99,834,321 69.1% 56.1% 115 1.53x 5.533% Interest-only, Balloon ....... $ 93,000,000 51.7% 51.7% 60 2.61x 5.410% Interest-only, ARD ........... $ 46,000,000 72.4% 72.4% 61 1.72x 5.545% Amortizing ARD ............... $ 17,910,000 70.5% 60.4% 107 1.40x 5.620% Interest-only, Amortizing ARD(2) ...................... $ 18,500,000 73.9% 66.4% 103 1.40x 5.891% Fully Amortizing ............. $ 3,186,932 71.6% 0.0% 238 1.28x 6.370% $112,500,000 68.6% 60.0% 106 1.58x 5.684% - ----------- (1) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (2) These Mortgage Loans require payments of interest only for a period of 2 to 60 months from origination prior to the commencement of payments of principal and interest. S-140 AMORTIZATION TYPES FOR LOAN GROUP 2 MORTGAGE LOANS % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF NUMBER CUT-OFF DATE GROUP 2 DATE AMORTIZATION TYPES OF LOANS BALANCE BALANCE BALANCE - ------------------------------------- ---------- -------------- --------- -------------- Interest-only, Amortizing Balloon(2). 6 $ 60,140,000 37.4% $10,023,333 Interest-only, ARD .................. 1 51,150,000 31.8 $51,150,000 Amortizing Balloon .................. 8 41,537,283 25.8 $ 5,192,160 Interest-only, Amortizing ARD(2) .... 2 7,920,000 4.9 $ 3,960,000 - ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE AMORTIZATION TYPES BALANCE RATIO MATURITY(1) (MOS.)(1) DSC RATIO RATE - ------------------------------------- -------------- ----------- ------------- ----------- ----------- ---------- Interest-only, Amortizing Balloon(2). $13,500,000 78.2% 70.6% 99 1.30x 5.437% Interest-only, ARD .................. $51,150,000 71.7% 71.7% 59 1.59x 5.030% Amortizing Balloon .................. $12,989,646 73.0% 61.2% 123 1.44x 5.938% Interest-only, Amortizing ARD(2) .... $ 4,800,000 80.0% 69.5% 118 1.38x 5.150% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ---------- (1) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (2) These Mortgage Loans require payments of interest only for a period of 12 to 36 months from origination prior to the commencement of payments of principal and interest. RANGE OF OCCUPANCY RATES FOR ALL MORTGAGE LOANS % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF DATE DATE POOL DATE RANGE OF OCCUPANCY RATES (%)(1) OF LOANS BALANCE BALANCE BALANCE - --------------------------------- ---------- ----------------- ----------- ------------- 75.00 -- 79.99 ................. 1 $ 3,885,946 0.3% $ 3,885,946 80.00 -- 84.99 ................. 2 25,177,160 2.2 $12,588,580 85.00 -- 89.99 ................. 9 74,851,683 6.5 $ 8,316,854 90.00 -- 94.99 ................. 21 456,904,194 39.4 $21,757,343 95.00 -- 99.99 ................. 13 189,898,676 16.4 $14,607,590 100.00 -- 100.00 ................ 40 382,620,511 33.0 $ 9,565,513 -- -------------- ---- 86 $1,133,338,171 97.8% $13,178,351 == ============== ==== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE RANGE OF OCCUPANCY RATES (%)(1) BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------------------- --------------- ----------- ------------- ----------- ----------- ---------- 75.00 -- 79.99 ................. $ 3,885,946 79.6% 66.3% 119 1.38x 5.760% 80.00 -- 84.99 ................. $ 16,385,865 72.5% 60.9% 119 1.36x 5.658% 85.00 -- 89.99 ................. $ 20,400,000 77.3% 70.7% 90 1.35x 5.611% 90.00 -- 94.99 ................. $112,500,000 66.4% 57.6% 108 1.57x 5.464% 95.00 -- 99.99 ................. $ 72,955,000 77.7% 68.2% 115 1.33x 5.880% 100.00 -- 100.00 ................ $ 93,000,000 67.3% 60.5% 94 1.72x 5.692% $112,500,000 69.5% 61.3% 104 1.56x 5.626% - ------- (1) Occupancy rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll dates set forth on Annex A-1 to this prospectus supplement, but excludes 2 Mortgage Loans secured by hospitality properties representing 2.2% of the Cut-Off Date Pool Balance. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-141 RANGE OF OCCUPANCY RATES FOR LOAN GROUP 1 MORTGAGE LOANS % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF NUMBER CUT-OFF DATE GROUP 1 DATE RANGE OF OCCUPANCY RATES (%)(1) OF LOANS BALANCE BALANCE BALANCE - --------------------------------- ---------- -------------- --------- -------------- 80.00 -- 84.99 ................. 2 $ 25,177,160 2.5% $12,588,580 85.00 -- 89.99 ................. 6 53,040,277 5.3 $ 8,840,046 90.00 -- 94.99 ................. 14 355,479,381 35.6 $25,391,384 95.00 -- 99.99 ................. 9 163,810,439 16.4 $18,201,160 100.00 -- 100.00 ................ 38 375,083,631 37.6 $ 9,870,622 -- ------------ ---- 69 $972,590,889 97.5% $14,095,520 == ============ ==== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE RANGE OF OCCUPANCY RATES (%)(1) BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------------------- -------------- ----------- ------------- ----------- ----------- ---------- 80.00 -- 84.99 ................. $ 16,385,865 72.5% 60.9% 119 1.36x 5.658% 85.00 -- 89.99 ................. $ 20,400,000 76.3% 68.7% 100 1.37x 5.746% 90.00 -- 94.99 ................. $112,500,000 64.6% 54.8% 114 1.58x 5.507% 95.00 -- 99.99 ................. $ 72,955,000 77.4% 68.0% 115 1.34x 5.913% 100.00 -- 100.00 ................ $ 93,000,000 67.2% 60.6% 92 1.73x 5.680% $112,500,000 68.6% 60.1% 105 1.58x 5.659% - ------- (1) Occupancy rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll dates set forth on Annex A-1 to this prospectus supplement, but excludes 2 Mortgage Loans secured by hospitality properties representing 2.5% of the Cut-Off Date Group 1 Balance. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF OCCUPANCY RATES FOR LOAN GROUP 2 MORTGAGE LOANS % OF CUT-OFF AVERAGE AGGREGATE DATE CUT-OFF NUMBER CUT-OFF DATE GROUP 2 DATE RANGE OF OCCUPANCY RATES (%)(1) OF LOANS BALANCE BALANCE BALANCE - --------------------------------- ---------- -------------- --------- ------------- 75.00 -- 79.99 ................. 1 $ 3,885,946 2.4% $ 3,885,946 85.00 -- 89.99 ................. 3 21,811,406 13.6 $ 7,270,469 90.00 -- 94.99 ................. 7 101,424,813 63.1 $14,489,259 95.00 -- 99.99 ................. 4 26,088,237 16.2 $ 6,522,059 100.00 -- 100.00 ................ 2 7,536,880 4.7 $ 3,768,440 - ------------ ----- 17 $160,747,283 100.0% $ 9,455,723 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. WTD. AVG. REMAINING CUT-OFF CUT-OFF LTV RATIO TERM TO WTD. AVG. DATE DATE LTV AT MATURITY WTD. AVG. MORTGAGE RANGE OF OCCUPANCY RATES (%)(1) BALANCE RATIO MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------------------- ------------- ----------- ------------- ----------- ----------- ---------- 75.00 -- 79.99 ................. $ 3,885,946 79.6% 66.3% 119 1.38x 5.760% 85.00 -- 89.99 ................. $12,240,000 79.9% 75.6% 64 1.29x 5.283% 90.00 -- 94.99 ................. $51,150,000 72.7% 67.7% 87 1.51x 5.313% 95.00 -- 99.99 ................. $12,700,000 79.1% 69.3% 118 1.28x 5.669% 100.00 -- 100.00 ................ $ 5,536,880 73.4% 57.3% 162 1.29x 6.274% $51,150,000 74.9% 68.5% 93 1.43x 5.423% - ------- (1) Occupancy rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll dates set forth on Annex A-1 to this prospectus supplement. (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-142 PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION(1)(2) PREPAYMENT RESTRICTION NOV-2004 NOV-2005 NOV-2006 NOV-2007 NOV-2008 - --------------------------- --------------- --------------- --------------- --------------- --------------- Lockout ................... 100.00% 100.00% 39.44% 13.04% 1.35% Defeasance ................ 0.00 0.00 60.56 85.54 97.23 Yield Maintenance ......... 0.00 0.00 0.00 0.78 0.78 Prepayment Premium ........ 0.00 0.00 0.00 0.64 0.63 Open ...................... 0.00 0.00 0.00 0.00 0.00 - --------------------------- ---------- ---------- ---------- ---------- ---------- Total ..................... 100.00% 100.00% 100.00% 100.00% 100.00% - --------------------------- ---------- ---------- ---------- ---------- ---------- Total Beginning Balance as of the Cut-Off Date (in millions) ............ $1,158.58 $1,152.13 $1,143.78 $1,132.32 $1,118.33 - --------------------------- ---------- ---------- ---------- ---------- ---------- Percent of Cut-Off Date Pool Balance ............. 100.00% 99.44% 98.72% 97.73% 96.53% PREPAYMENT RESTRICTION NOV-2009 NOV-2010 NOV-2011 NOV-2012 NOV-2013 NOV-2014 - --------------------------- ------------- ------------- ------------- ------------- ------------- ------------ Lockout ................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance ................ 96.83 97.81 98.12 97.89 97.62 82.84 Yield Maintenance ......... 2.71 1.72 1.88 1.87 1.87 17.16 Prepayment Premium ........ 0.00 0.00 0.00 0.00 0.00 0.00 Open ...................... 0.46 0.46 0.00 0.24 0.52 0.00 - ---------------------------- -------- -------- -------- -------- -------- ------- Total ..................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ---------------------------- -------- -------- -------- -------- -------- ------- Total Beginning Balance as of the Cut-Off Date (in millions) ............ $864.19 $840.43 $751.24 $735.66 $717.30 $12.08 - ---------------------------- -------- -------- -------- -------- -------- -------- Percent of Cut-Off Date Pool Balance ............. 74.59% 72.54% 64.84% 63.50% 61.91% 1.04% - ----------- (1) Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans (and assuming that an ARD Loan will be repaid in full on its Anticipated Repayment Date), if any. (2) Based upon the assumptions set forth in footnote (1) above, after November 2014, the outstanding loan balances represent less than 1.04% of the Cut-Off Date Pool Balance. PERCENTAGE OF LOAN GROUP 1 BY PREPAYMENT RESTRICTION(1)(2) PREPAYMENT RESTRICTION NOV-2004 NOV-2005 NOV-2006 NOV-2007 NOV-2008 - --------------------------- ------------ ------------ ------------- ------------- ------------- Lockout ................... 100.00% 100.00% 40.55% 12.65% 1.57% Defeasance ................ 0.00 0.00 59.45 86.44 97.52 Yield Maintenance ......... 0.00 0.00 0.00 0.91 0.91 Prepayment Premium ........ 0.00 0.00 0.00 0.00 0.00 Open ...................... 0.00 0.00 0.00 0.00 0.00 - --------------------------- -------- -------- -------- -------- -------- Total ..................... 100.00% 100.00% 100.00% 100.00% 100.00% - --------------------------- -------- -------- -------- -------- -------- Total Beginning Balance as of the Cut-Off Date (in millions) ............ $997.83 $991.89 $984.44 $974.22 $961.74 - --------------------------- --------- --------- -------- -------- -------- Percent of Cut-Off Date Group 1 Balance .......... 100.00% 99.40% 98.66% 97.63% 96.38% - --------------------------- --------- --------- -------- -------- -------- PREPAYMENT RESTRICTION NOV-2009 NOV-2010 NOV-2011 NOV-2012 NOV-2013 NOV-2014 - --------------------------- ------------- ------------- ------------- ------------- ------------- ------------ Lockout ................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance ................ 97.00 98.09 97.90 97.64 97.34 71.73 Yield Maintenance ......... 3.00 1.91 2.10 2.09 2.08 28.27 Prepayment Premium ........ 0.00 0.00 0.00 0.00 0.00 0.00 Open ...................... 0.00 0.00 0.00 0.27 0.58 0.00 - ---------------------------- -------- -------- -------- -------- -------- ------- Total ..................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ---------------------------- -------- -------- -------- -------- -------- ------- Total Beginning Balance as of the Cut-Off Date (in millions) ............ $778.93 $756.57 $672.68 $658.58 $641.80 $ 7.33 - ---------------------------- -------- -------- -------- -------- -------- -------- Percent of Cut-Off Date Group 1 Balance .......... 78.06% 75.82% 67.41% 66.00% 64.32% 0.73% - ---------------------------- -------- -------- -------- -------- -------- -------- - ---------- (1) Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans (and assuming that an ARD Loan will be repaid in full on its Anticipated Repayment Date), if any. (2) Based upon the assumptions set forth in footnote (1) above, after November 2014, the outstanding loan balances represent less than 0.73% of the Cut-Off Date Group 1 Balance. S-143 PERCENTAGE OF LOAN GROUP 2 BY PREPAYMENT RESTRICTION(1)(2) PREPAYMENT RESTRICTION NOV-2004 NOV-2005 NOV-2006 NOV-2007 NOV-2008 - --------------------------- ------------ ------------ ------------- ------------- ------------- Lockout ................... 100.00% 100.00% 32.59% 15.45% 0.00% Defeasance ................ 0.00 0.00 67.41 80.00 95.47 Yield Maintenance ......... 0.00 0.00 0.00 0.00 0.00 Prepayment Premium ........ 0.00 0.00 0.00 4.55 4.53 Open ...................... 0.00 0.00 0.00 0.00 0.00 - --------------------------- -------- -------- -------- -------- -------- Total ..................... 100.00% 100.00% 100.00% 100.00% 100.00% - --------------------------- -------- -------- -------- -------- -------- Total Beginning Balance as of the Cut-Off Date (in millions) ............ $160.75 $160.24 $159.34 $158.10 $156.58 - --------------------------- --------- --------- -------- -------- -------- Percent of Cut-Off Date Group 2 Balance .......... 100.00% 99.69% 99.12% 98.35% 97.41% PREPAYMENT RESTRICTION NOV-2009 NOV-2010 NOV-2011 NOV-2012 NOV-2013 NOV-2014 - --------------------------- ------------- ------------- ------------- ------------- ------------- ------------ Lockout ................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance ................ 95.35 95.36 100.00 100.00 100.00 100.00 Yield Maintenance ......... 0.00 0.00 0.00 0.00 0.00 0.00 Prepayment Premium ........ 0.00 0.00 0.00 0.00 0.00 0.00 Open ...................... 4.65 4.64 0.00 0.00 0.00 0.00 - ---------------------------- ------- ------- ------- ------- ------- ------- Total ..................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ---------------------------- ------- ------- ------- ------- ------- ------- Total Beginning Balance as of the Cut-Off Date (in millions) ............ $ 85.26 $ 83.86 $ 78.56 $ 77.08 $ 75.50 $ 4.75 - ---------------------------- -------- -------- -------- -------- -------- -------- Percent of Cut-Off Date Group 2 Balance .......... 53.04% 52.17% 48.87% 47.95% 46.97% 2.95% - ------- (1) Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans (and assuming that an ARD Loan will be repaid in full on its Anticipated Repayment Date), if any. (2) Based upon the assumptions set forth in footnote (1) above, after November 2014, the outstanding loan balances represent less than 2.95% of the Cut-Off Date Group 2 Balance. S-144 TWENTY LARGEST MORTGAGE LOANS The following table and summaries describe the twenty largest Mortgage Loans or groups of cross-collateralized mortgage loans in the Mortgage Pool by Cut-Off Date Balance: % OF NUMBER OF APPLICABLE MORTGAGE CUT-OFF LOANS / % OF DATE NUMBER OF CUT-OFF CUT-OFF LOAN MORTGAGE MORTGAGED LOAN DATE POOL GROUP LOAN NAME LOAN SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE - -------------------- ------------- ------------ ------- --------------- --------- ------------ 175 West Jackson.... Wachovia 1/1 1 $112,500,000 9.7% 11.3% Coastal Grand Mall .............. Wachovia 1/1 1 99,834,321 8.6 10.0% 180 Maiden Lane..... Wachovia 1/1 1 93,000,000 8.0 9.3% Gale Office Pool ... Wachovia 1/4 1 72,955,000 6.3 7.3% Deer Valley Village Apartments ........ Wachovia 1/1 2 51,150,000 4.4 31.8% IRS Building - Fresno, CA ........ Artesia 1/1 1 46,000,000 4.0 4.6% ADG Portfolio ...... Wachovia 4/25 1 42,184,000 3.6 4.2% Slatten Ranch (Western Phase) ............ Wachovia 1/1 1 26,000,000 2.2 2.6% 1900 L Street ...... Wachovia 1/1 1 22,750,000 2.0 2.3% 10 Independence Boulevard ......... Wachovia 1/1 1 20,900,000 1.8 2.1% ----- ------------ ---- SUBTOTAL/WTD. AVG. .............. 13/37 $587,273,321 50.7% ===== ============ ==== 35 Waterview Boulevard ......... Wachovia 1/1 1 $ 20,400,000 1.8% 2.0% Marina Corporate Center ............ Artesia 1/1 1 18,500,000 1.6 1.9% 4 Sylvan Way ....... Wachovia 1/1 1 18,000,000 1.6 1.8% Mahopac Village Center ............ Wachovia 1/1 1 18,000,000 1.6 1.8% Town Center East Building 1 ........ Artesia 1/1 1 17,910,000 1.5 1.8% Plaza West ......... Wachovia 1/1 1 17,650,000 1.5 1.8% Cronacher Portfolio ......... Wachovia 2/2 1 17,253,375 1.5 1.7% Ridge Plaza ........ Wachovia 1/1 1 16,982,566 1.5 1.7% Broadmoor Towne Center - North..... Wachovia 1/1 1 16,770,484 1.4 1.7% Bay Vista Office Building .......... Artesia 1/1 1 16,385,865 1.4 1.6% ----- ------------ ---- SUBTOTAL/WTD. AVG. .............. 11/11 $177,852,289 15.4% ----- ------------ ---- TOTAL/WTD. AVG. .... 24/48 $765,125,610 66.0% ===== ============ ==== CUT-OFF DATE WEIGHTED LOAN WEIGHTED AVERAGE BALANCE AVERAGE LTV WEIGHTED PER SF/ WEIGHTED CUT-OFF RATIO AT AVERAGE PROPERTY UNIT/ AVERAGE DATE LTV MATURITY MORTGAGE LOAN NAME TYPE PAD(2) DSCR(2) RATIO(2) OR ARD(2) RATE - -------------------- ------------------- ----------- --------------- ---------- ----------- ----------- 175 West Jackson.... Office - CBD $ 155 1.72x 53.2% 47.9% 5.860% Coastal Grand Mall .............. Retail - Anchored $ 225 1.77x 60.1% 44.7% 5.090% 180 Maiden Lane..... Office - CBD $ 171 2.61x 51.7% 51.7% 5.410% Gale Office Pool ... Office - Suburban $ 127 1.27x 81.4% 72.6% 6.260% Deer Valley Village Multifamily - Apartments ........ Conventional $ 61,478 1.59x 71.7% 71.7% 5.030% IRS Building - Fresno, CA ........ Office - CBD $ 255 1.71x 74.2% 74.2% 5.570% ADG Portfolio ...... MHP/Multifamily $ 20,438 1.34x 80.0% 70.3% 5.610% Slatten Ranch (Western Phase) ............ Retail - Anchored $ 220 1.33x 68.9% 61.7% 5.550% 1900 L Street ...... Office - CBD $ 220 1.23x 76.1% 71.9% 5.450% 10 Independence Boulevard ......... Office - Suburban $ 173 1.26x 72.1% 58.4% 6.260% SUBTOTAL/WTD. AVG. .............. 1.72x 65.1% 58.7% 5.579% 35 Waterview Boulevard ......... Office - Suburban $ 118 1.29x 80.0% 71.3% 6.260% Marina Corporate Center ............ Office - Suburban $ 210 1.49x 71.4% 66.9% 5.830% 4 Sylvan Way ....... Office - Suburban $ 171 1.24x 80.0% 64.8% 6.260% Mahopac Village Center ............ Retail - Anchored $ 121 1.25x 79.7% 70.0% 5.620% Town Center East Building 1 ........ Office - Suburban $ 180 1.45x 74.6% 66.3% 5.180% Plaza West ......... Office - CBD $ 178 1.33x 74.5% 64.9% 6.190% Cronacher Portfolio ......... Retail - Various $ 138 1.23x 78.4% 66.3% 5.924% Ridge Plaza ........ Retail - Anchored $ 148 1.33x 79.7% 73.8% 5.150% Broadmoor Towne Center - North..... Retail - Anchored $ 117 1.36x 78.0% 66.6% 6.180% Bay Vista Office Building .......... Office - CBD $ 139 1.39x(3) 68.6% 57.9% 5.850% SUBTOTAL/WTD. AVG. .............. 1.34x 76.6% 67.0% 5.851% TOTAL/WTD. AVG. .... 1.63x 67.7% 60.6% 5.642% - ---------- (1) In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance. (2) Two (2) Mortgage Loans (loan numbers 1 and 3), representing 17.7% of the Cut-Off Date Pool Balance (20.6% of the Cut-Off Date Group 1 Balance), are each part of split loan structures with Pari Passu Companion Loans, which are not included in the Trust Fund. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and loan balance per square foot/unit/pad were based on the aggregate indebtedness of these Mortgage Loans and the related Pari Passu Companion Loans, but exclude the related Subordinate Companion Loans. (3) For purposes of determining the debt service coverge ratio of 1 Mortgage Loan (loan number 19), representing 1.4% of the Cut-Off Date Pool Balance (1.6% of the Cut-Off Date Group 1 Balance), such ratio was reduced by taking into account amounts available in cash reserves. S-145 175 West Jackson - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $112,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 9.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Strategic Investment Property Fund, Inc. and Gary Barnett TYPE OF SECURITY Fee MORTGAGE RATE 5.860% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/360 LOCKBOX Yes SHADOW RATING (S&P/MOODY'S/DBRS)(1) BBB--/Baa3/BBB UP-FRONT RESERVES TAX/INSURANCE Yes MASTER LEASE(2) $20,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $12,100 TI/LC $135,850 ADDITIONAL FINANCING(3) Pari Passu $112,500,000 Subordinate Debt $55,000,000 PARI PASSU WHOLE NOTES(4) MORTGAGE LOAN ------------ ------------- CUT-OFF DATE BALANCE $225,000,000 $280,000,000 CUT-OFF DATE BALANCE/SF $155 $193 CUT-OFF DATE LTV 53.2% 66.2% MATURITY DATE LTV 47.9% 59.7% UW DSCR ON NCF 1.72x 1.38x - -------------------------------------------------------------------------------- (1) S&P, Moody's and DBRS have confirmed that the 175 West Jackson Loan has, in the context of its inclusion in the Trust Fund, credit characteristics consistent with an investment grade obligation. (2) Reserve funded in conjunction with execution of master lease by Intell Management and Investment Company. Reserve to be held during the first 5 years of the master lease, with reductions only upon the signing of additional leases which reduce the vacancy. (3) Future mezzanine debt permitted. (4) LTV ratios, DSC ratios and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Chicago, IL PROPERTY TYPE Office -- CBD SIZE (SF) 1,449,067 OCCUPANCY AS OF AUGUST 1, 2004 90.0% YEAR BUILT/YEAR RENOVATED 1912/2002 APPRAISED VALUE $423,000,000 PROPERTY MANAGEMENT Intell Management and Investment Company UW ECONOMIC OCCUPANCY 90.0% UW REVENUES $45,840,045 UW TOTAL EXPENSES $17,236,093 UW NET OPERATING INCOME (NOI) $28,603,952 UW NET CASH FLOW (NCF) $27,398,334 - -------------------------------------------------------------------------------- S-146 TENANT SUMMARY NET RATINGS(1) RENTABLE % OF NET TENANT MOODY'S/S&P/FITCH AREA (SF) RENTABLE AREA - ------------------------------------------ ------------------- ----------- --------------- MWH Energy & Infrastructure .............. Baa3/BBB--/BBB-- 139,067 9.6% Aon Service Corporation .................. Baa2/A--/A-- 135,029 9.3 Intell Management & Investment Co.(2) .... NR/NR/NR 129,473 8.9 US Securities & Exchange Commission ...... Aaa/AAA/AAA 102,613 7.1 Navigant Consulting, Inc. ................ NR/NR/NR 72,817 5.0 Non-major tenants ........................ 725,161 50.0 Vacant ................................... 144,907 10.0 ------- ----- TOTAL .................................... 1,449,067 100.0% ========= ===== ACTUAL % OF ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------ ---------- ------------- ------------- ------------------- MWH Energy & Infrastructure .............. $ 28.19 $ 3,919,996 10.0% June 2015 Aon Service Corporation .................. $ 29.50 3,983,356 10.1 April 2012 Intell Management & Investment Co.(2) .... $ 29.00 3,754,717 9.6 July 2014 US Securities & Exchange Commission ...... $ 32.20 3,304,548 8.4 January 2012 Navigant Consulting, Inc. ................ $ 27.39 1,994,815 5.1 Multiple Spaces(3) Non-major tenants ........................ $ 30.83 22,355,920 56.9 Vacant ................................... 0 0.0 ----------- ----- TOTAL .................................... $39,313,351 100.0% =========== ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Pursuant to a master lease. (3) Under the terms of multiple leases, 5,092 square feet is month-to-month and 67,725 square feet expire May 2012. LEASE EXPIRATION SCHEDULE WA BASE % OF TOTAL CUMULATIVE % OF ACTUAL CUMULATIVE % OF # OF LEASES RENT/SF TOTAL SF SF % OF SF RENT ACTUAL RENT YEAR ROLLING ROLLING ROLLING ROLLING* ROLLING* ROLLING* ROLLING* - -------------- ------------- ----------- ---------- ------------ ------------ ------------- ---------------- 2004 12 $ 19.52 19,541 1.3% 1.3% 1.0% 1.0% 2005 0 $ 0.00 0 0.0% 1.3% 0.0% 1.0% 2006 2 $ 32.38 23,033 1.6% 2.9% 1.9% 2.9% 2007 0 $ 0.00 0 0.0% 2.9% 0.0% 2.9% 2008 5 $ 35.76 5,552 0.4% 3.3% 0.5% 3.4% 2009 1 $ 28.15 810 0.1% 3.4% 0.1% 3.4% 2010 1 $ 31.30 19,920 1.4% 4.8% 1.6% 5.0% 2011 6 $ 31.51 127,050 8.8% 13.5% 10.2% 15.2% 2012 7 $ 29.42 375,940 25.9% 39.5% 28.1% 43.3% 2013 3 $ 57.17 4,873 0.3% 39.8% 0.7% 44.0% 2014 2 $ 29.12 130,243 9.0% 48.8% 9.6% 53.7% Thereafter 22 $ 30.49 597,198 41.2% 90.0% 46.3% 100.0% Vacant 0 N/A 144,907 10.0% 100.0% 0.0% 100.0% * Calculated based on the approximate square footage occupied by each tenant S-147 o THE LOAN. The Mortgage Loan (the "175 West Jackson Loan") is secured by a first mortgage encumbering an office building located in Chicago, Illinois. The 175 West Jackson Loan represents approximately 9.7% of the Cut-Off Date Pool Balance. The 175 West Jackson Loan was originated on August 26, 2004, and has a principal balance as of the Cut-Off Date of $112,500,000. The 175 West Jackson Loan, which is evidenced by a pari passu note dated August 26, 2004, is a portion of a whole loan with an original principal balance of $280,000,000. The other loans related to the 175 West Jackson Loan are evidenced by 2 separate notes, each dated August 26, 2004 (the "175 West Jackson Pari Passu Loan", with an original principal balance of $112,500,000, and the "175 West Jackson Subordinate Companion Loan", with an original principal balance of $55,000,000). The 175 West Jackson Pari Passu Loan will not be an asset of the Trust Fund, while the 175 West Jackson Subordinate Companion Loan will be an asset of the Trust Fund; however, the 175 West Jackson Subordinate Companion Loan will not be pooled with any Mortgage Loans. The 175 West Jackson Loan, the 175 West Jackson Pari Passu Loan and the 175 West Jackson Subordinate Companion Loan will be governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement as described in this prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans". The 175 West Jackson Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The 175 West Jackson Loan has a remaining term of 118 months and matures on September 11, 2014. The 175 West Jackson Loan may be prepaid on or after July 11, 2014, and permits defeasance with United States government obligations beginning the earlier of four years after the origination date or two years from the date of the securitization of the 175 West Jackson Pari Passu Loan. o THE BORROWER. The borrower is 175 Jackson, L.L.C., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 175 West Jackson Loan. The sponsors are Strategic Investment Property Fund, Inc. and Gary Barnett, the principal of Intell Management and Investment Company ("Intell"). Intell is a New York-based national owner, developer, construction manager and asset manager of office, retail and multifamily properties. Intell was founded by Gary Barnett in 1991 and, along with his partners, is currently serving as manager and primary owner of a portfolio of approximately 10 million square feet of real estate located in New York City, Chicago, Boston and St. Louis. o THE PROPERTY. The Mortgaged Property is an approximately 1,449,067 square foot office building situated on approximately 1.8 acres. The Mortgaged Property was constructed in two phases -- 1912 and 1923 and completely restored and renovated from 2001-2002. The Mortgaged Property is located in Chicago, Illinois. As of August 1, 2004, the occupancy rate for the Mortgaged Property securing the 175 West Jackson Loan was approximately 90.0%. The largest tenant is MWH Energy & Infrastructure ("MWH"), occupying approximately 139,067 square feet, or approximately 9.6% of the net rentable area. MWH offers design, construction, finance, operation and maintenance services for infrastructure projects in more than 30 countries around the globe. The MWH lease expires in June 2015. The second largest tenant is Aon Service Corporation ("Aon"), occupying approximately 135,029 square feet, or approximately 9.3% of the net rentable area. Aon is one of the world's largest insurance brokerage and consulting companies with divisions specializing in commercial brokerage, consulting services and consumer insurance underwriting. As of October 4, 2004, Aon was rated "Baa2" (Moody's), "A-" (S&P) and "A-" (Fitch). The Aon lease expires in April 2012. The third largest tenant is Intell, which has leased approximately 129,473 square feet or approximately 8.9% of the net rentable area through a master lease; the space is available for sublease and is currently unoccupied. Intell is the property manager and the sponsor of the borrower. The Intell lease expires in July 2014. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lock box account. o MANAGEMENT. Intell Management and Investment Company, the sponsor of the borrower, is the property manager for the Mortgaged Property securing the 175 West Jackson Loan. S-148 Coastal Grand Mall - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $99,834,321 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 8.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR CBL & Associates Properties, Inc. and Burroughs & Chapin Company, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.090% MATURITY DATE October 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM/AMORTIZATION 120/300 REMAINING TERM/AMORTIZATION 119/299 LOCKBOX Yes SHADOW RATING (S&P/MOODY'S/DBRS)(1) BBB--/Baa2/A(low) UP-FRONT RESERVES None ONGOING MONTHLY RESERVES TAX/INSURANCE(2) Springing REPLACEMENT(2) Springing TI/LC(2) Springing ADDITIONAL FINANCING(3) Subordinate Debt $18,000,000 WHOLE MORTGAGE TRUST ASSET LOAN ----------- ------------ CUT-OFF DATE BALANCE $99,834,321 $117,834,321 CUT-OFF DATE BALANCE/SF $225 $265 CUT-OFF DATE LTV(4) 60.1% 71.0% MATURITY DATE LTV 44.7% 55.5% UW DSCR ON NCF 1.77x 1.48x - -------------------------------------------------------------------------------- (1) S&P, Moody's and DBRS have confirmed that the Coastal Grand Mall Loan has, in the context of its inclusion in the Trust Fund, credit characteristics consistent with an investment-grade obligation. (2) Upon the DSCR for any fiscal year falling to less than 1.15x, reserves will begin collecting for taxes, insurance, replacement and tenant improvements and leasing commissions. (3) Future unsecured debt permitted. (4) The LTV presented is calculated using the stabilized value as of September 1, 2005. Based on the `As is' value of $155,000,000, the Cut-Off Date LTV would equal 64.4% for the Trust Asset and 76.0% for the Whole Mortgage Loan. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Myrtle Beach, SC PROPERTY TYPE Retail -- Anchored SIZE (SF) 444,372 OCCUPANCY AS OF SEPTEMBER 8, 2004 90.2% YEAR BUILT/YEAR RENOVATED 2004/NA APPRAISED VALUE* $166,000,000 PROPERTY MANAGEMENT CBL & Associates Management, Inc. UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $18,100,121 UW TOTAL EXPENSES $5,320,193 UW NET OPERATING INCOME (NOI) $12,779,928 UW NET CASH FLOW (NCF) $12,505,460 - -------------------------------------------------------------------------------- * Value presented is the stabilized value as of September 1, 2005. The `As is' value equals $155,000,000 as of August 25, 2004. S-149 TENANT SUMMARY NET % OF NET % OF DATE OF RATINGS(1) RENTABLE RENTABLE ACTUAL ACTUAL LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- ------------- ANCHOR TENANATS - ANCHOR OWNED Dillard's ......................... B2/BB/BB- 155,648 ANCHOR OWNED - NOT PART OF COLLATERAL Sears ............................. Baa1/BBB/BBB 153,106 ANCHOR OWNED - NOT PART OF COLLATERAL Belk .............................. NR/NR/NR 140,000 ANCHOR OWNED - NOT PART OF COLLATERAL ------- TOTAL ANCHOR OWNED ............... 448,754 ANCHOR TENANATS - COLLATERAL Dick's Sporting Goods ............. NR/NR/NR 52,000 11.7% $ 11.00 $ 572,000 6.0% January 2020 Cinemark .......................... Caa1/B+/NR 51,788 11.7 $ 17.00 880,396 9.3 March 2019 Bed Bath & Beyond ................. NR/BBB/NR 25,121 5.7 $ 12.75 320,293 3.4 January 2015 ------- -------- ----------- ----- TOTAL ANCHOR TENANTS ............. 128,909 29.0% $ 13.75 $ 1,772,689 18.7% TOP 5 TENANTS Limited Brands, Inc.(2) ........... Baa2/BBB/NR 25,754 5.8% $ 23.16 $ 596,374 6.3% January 2015 Books-A-Million ................... NR/NR/NR 15,187 3.4 $ 11.05 167,816 1.8 October 2014 Gap/Gap Kids ...................... Ba1/BB+/BB+ 11,945 2.7 $ 15.26 182,281 1.9 January 2010 Abercrombie & Fitch ............... NR/NR/NR 7,024 1.6 $ 20.50 143,992 1.5 January 2015 Charlotte Russe ................... NR/NR/NR 7,000 1.6 $ 20.00 140,000 1.5 March 2009 ------- -------- ----------- ----- TOTAL TOP 5 TENANTS .............. 66,910 15.1% $ 18.39 $ 1,230,463 13.0% Non-Major Tenants . ............... 205,156 46.2 $ 31.52 6,465,994 68.3 ------- -------- ----------- ----- OCCUPIED COLLATERAL TOTAL ......... 400,975 90.2% $ 23.62 $ 9,469,146 100.0% =========== ===== Vacant space .. ................... 43,397 9.8 ------- -------- COLLATERAL TOTAL .................. 444,372 100.0% ======== PROPERTY TOTAL .................... 893,126 ======= (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Includes space leased under the Victoria's Secret, Express for Men, Limited Too and Bath and Body Works brands. LEASE EXPIRATION SCHEDULE # OF WA BASE CUMULATIVE CUMULATIVE % LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING* - -------------- --------- ---------- ---------- ------------- ------------ --------------- --------------- 2004 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2007 3 $ 54.41 3,342 0.8% 0.8% 1.9% 1.9% 2008 0 $ 0.00 0 0.0% 0.8% 0.0% 1.9% 2009 23 $ 29.63 57,351 12.9% 13.7% 17.9% 19.9% 2010 12 $ 22.29 47,643 10.7% 24.4% 11.2% 31.1% 2011 2 $ 35.35 3,734 0.8% 25.2% 1.4% 32.5% 2012 0 $ 0.00 0 0.0% 25.2% 0.0% 32.5% 2013 0 $ 0.00 0 0.0% 25.2% 0.0% 32.5% 2014 38 $ 34.04 79,566 17.9% 43.1% 28.6% 61.1% Thereafter 22 $ 17.61 209,339 47.1% 90.2% 38.9% 100.0% Vacant 0 N/A 43,397 9.8% 100.0% 0.0% 100.0% * Calculated based on the approximate square footage occupied by each tenant. S-150 o THE LOAN. The Mortgage Loan (the "Coastal Grand Mall Loan") is secured by a first mortgage encumbering a regional mall located in Myrtle Beach, South Carolina. The Coastal Grand Mall Loan represents approximately 8.6% of the Cut-Off Date Pool Balance. The Coastal Grand Mall Loan was originated on September 20, 2004, and has a principal balance as of the Cut-Off Date of $99,834,321. The Coastal Grand Mall Loan, which is evidenced by a senior note dated September 20, 2004, is the senior portion of a whole loan with an aggregate original principal balance of $118,000,000. The companion loans related to the Coastal Grand Mall Loan are evidenced by two separate subordinate pari passu notes dated September 20, 2004, each with an original principal balance of $9,000,000 (the "Coastal Grand Mall Companion Loans"). The Coastal Grand Mall Companion Loans will not be assets of the Trust Fund. The Coastal Grand Mall Loan and the Coastal Grand Mall Companion Loans will be governed by an intercreditor and servicing agreement, as described in this prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" and will be serviced pursuant to the terms of the Pooling and Servicing Agreement. The Coastal Grand Mall Loan has a remaining term of 119 months and matures on October 11, 2014. The Coastal Grand Mall Loan may be prepaid on or after July 11, 2014, and permits defeasance with United States government obligations beginning two years after the Closing Date. o THE BORROWER. The borrower is Coastal Grand, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Coastal Grand Mall Loan. The sponsor is a joint venture between CBL & Associates Properties, Inc. and Burroughs & Chapin Company, Inc. CBL & Associates Properties, Inc., headquartered in Chattanooga, Tennessee, is a self-managed, fully integrated real estate investment trust involved in the development, acquisition, leasing and management of regional shopping malls and community retail centers. Burroughs & Chapin Company, Inc. is a Myrtle Beach-based real estate firm that has conducted operations in the region for over 100 years. o THE PROPERTY. The Mortgaged Property is approximately 444,372 square feet of an approximately 893,126 square foot regional mall situated on approximately 75.1 acres. The Mortgaged Property was constructed in 2004. The Mortgaged Property is located in Myrtle Beach, South Carolina, within the Myrtle Beach-Conway-North Myrtle Beach, South Carolina metropolitan statistical area. As of September 8, 2004, the occupancy rate for the Mortgaged Property securing the Coastal Grand Mall Loan was approximately 90.2%. The anchor tenants at the Mortgaged Property are Belk Stores, Dillard's, Inc., Sears Roebuck & Co., Dick's Sporting Goods, Inc., Bed Bath & Beyond and a 14-screen Cinemark theater. Belk Stores, Dillard's, Inc. and Sears Roebuck & Co. own their premises and land, which are not part of the collateral. The largest tenant that is part of the Mortgaged Property is Dick's Sporting Goods, Inc. ("Dick's"), occupying approximately 52,000 square feet, or approximately 11.7% of the net rentable area. Dick's operates retail stores primarily in the eastern and central United States and offers a broad selection of brand name sporting goods equipment, apparel and footwear. The Dick's lease expires in January 2020. The second largest tenant is Cinemark, Inc. ("Cinemark"), occupying approximately 51,788 square feet, or approximately 11.7% of the net rentable area. Cinemark owns and operates a chain of multiplex movie theatres located throughout North America and Latin America. As of October 7, 2004, Cinemark was rated "Caa1" (Moody's) and "B+" (S&P). The Cinemark lease expires in March 2019. The third largest tenant is Bed Bath & Beyond, Inc. ("Bed Bath & Beyond"), occupying approximately 25,121 square feet, or approximately 5.7% of the net rentable area. Bed Bath & Beyond is a chain of retail stores that sells domestic merchandise and home furnishings throughout the United States. As of October 7, 2004, Bed Bath & Beyond was rated "BBB" (S&P). The Bed Bath & Beyond lease expires in January 2015. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a borrower-designated lock box account. o MANAGEMENT. CBL & Associates Management, Inc., an affiliate of one of the sponsors, is the property manager for the Mortgaged Property securing the Coastal Grand Mall Loan. CBL & Associates Management, Inc. primarily owns regional malls that are well positioned retail facilities in middle market areas with a portfolio that includes approximately 170 properties. S-151 180 Maiden Lane - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $93,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 8.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Joseph Moinian TYPE OF SECURITY Fee MORTGAGE RATE 5.410% MATURITY DATE November 11, 2009 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 62 ORIGINAL TERM / AMORTIZATION 62/IO REMAINING TERM / AMORTIZATION 60/IO LOCKBOX Yes SHADOW RATING (S&P/MOODY'S/DBRS)(1) A-/Baa1/A(high) UP-FRONT RESERVES TAX/INSURANCE Yes TI/LC(2) $984,714 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $13,610 ADDITIONAL FINANCING Pari Passu Notes $93,000,000 Subordinate Financing $106,000,000 Mezzanine Financing $36,500,000 WHOLE PARI PASSU MORTGAGE NOTES(3) LOAN ------------ ------------ CUT-OFF DATE BALANCE $186,000,000 $292,000,000 CUT-OFF DATE BALANCE/SF $171 $268 CUT-OFF DATE LTV 51.7% 81.1% MATURITY DATE LTV 51.7% 81.1% UW DSCR ON NCF 2.61x 1.66x - -------------------------------------------------------------------------------- (1) S&P, Moody's and DBRS have confirmed that the 180 Maiden Lane has, in the context of its inclusion in the Trust Fund, credit characteristics consistent with an investment-grade obligation. (2) Escrows established at closing related to (1) an outstanding tenant improvement credit of $831,750 for the 25th floor that is available to Goldman Sachs at any time and (2) the Stroock & Stroock & Lavan work letter for the 26th floor space equal to $152,964. (3) LTV ratios, DSC ratios and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the 180 Maiden Lane Loan and the 180 Maiden Lane Pari Passu Loan. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION New York, NY PROPERTY TYPE Office -- CBD SIZE (SF) 1,088,763 OCCUPANCY AS OF SEPTEMBER 1, 2004 100.0% YEAR BUILT/YEAR RENOVATED 1984/2000 APPRAISED VALUE $360,000,000 PROPERTY MANAGEMENT Cushman & Wakefield, Inc. UW ECONOMIC OCCUPANCY 99.5% UW REVENUES $44,723,263 UW TOTAL EXPENSES $18,228,003 UW NET OPERATING INCOME (NOI) $26,495,260 UW NET CASH FLOW (NCF) $26,222,621 - -------------------------------------------------------------------------------- S-152 TENANT SUMMARY NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - -------------------------------- ------------------- ----------- ---------- Goldman Sachs .................. Aa3/A+/AA- 803,223 73.8% Stroock & Stroock & Lavan ...... NR/NR/NR 231,932 21.3 Weitz & Luxenberg .............. NR/NR/NR 28,000 2.6 HeartWorks ..................... NR/NR/NR 10,545 1.0 Nausch, Hogan and Murray ....... NR/NR/NR 10,245 0.9 Non-major tenants .............. 4,818 0.4 Vacant ......................... 0 0.0 ------- ----- TOTAL .......................... 1,088,763 100.0% ========= ===== % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------- ---------- ------------- ---------- ------------------- Goldman Sachs .................. $ 38.55 $30,966,468 78.5% April 2014(2) Stroock & Stroock & Lavan ...... $ 31.50 7,306,142 18.5 Multiple Spaces(3) Weitz & Luxenberg .............. $ 28.00 784,000 2.0 April 2009 HeartWorks ..................... $ 0.00 0 0.0 April 2014 Nausch, Hogan and Murray ....... $ 36.00 368,820 0.9 August 2006 Non-major tenants .............. $ 9.55 46,035 0.1 Vacant ......................... 0 0.0 ----------- ----- TOTAL .......................... $39,471,465 100.0% =========== ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Goldman Sachs has the option to terminate all of its leased space in November 2009. (3) Under the terms of multiple leases, 8,498 square feet expire in January 2008, 17,686 square feet expire in January 2013 and 205,748 square feet expire in May 2013. LEASE EXPIRATION SCHEDULE CUMULATIVE % WA BASE % OF ACTUAL OF # OF LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE RENT ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING(1) % OF SF ROLLING(1) ROLLING(1) ROLLING(1) - --------------- ------------- ----------- ---------- --------------- ------------------- ------------- ------------- 2004 1 $ 58.50 100 0.0% 0.0% 0.0% 0.0% 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 1 $ 36.00 10,245 0.9% 1.0% 0.9% 0.9% 2007 0 $ 0.00 0 0.0% 1.0% 0.0% 0.9% 2008 2 $ 34.12 8,591 0.8% 1.7% 0.7% 1.7% 2009 1 $ 28.00 28,000 2.6% 4.3% 2.0% 3.7% 2010 0 $ 0.00 0 0.0% 4.3% 0.0% 3.7% 2011 0 $ 0.00 0 0.0% 4.3% 0.0% 3.7% 2012 2 $ 157.21 229 0.0% 4.3% 0.1% 3.8% 2013 4 $ 31.41 223,434 20.5% 24.9% 17.8% 21.5% 2014(2) 50 $ 38.05 813,768 74.7% 99.6% 78.5% 100.0% Thereafter 2 $ 0.00 4,396 0.4% 100.0% 0.0% 100.0% Vacant 0 N/A 0 0.0% 100.0% 0.0% 100.0% (1) Calculated based on the approximate square footage occupied by each tenant. (2) Goldman Sachs has the option to terminate all of its leased space in November 2009. S-153 o THE LOAN. The Mortgage Loan (the "180 Maiden Lane Loan") is secured by a first mortgage encumbering an office building located in New York, New York. The 180 Maiden Lane Loan represents approximately 8.0% of the Cut-Off Date Pool Balance. The 180 Maiden Lane Loan was originated on August 19, 2004, and has a principal balance as of the Cut-Off Date of $93,000,000. The 180 Maiden Lane Loan, which is evidenced by a pari passu note dated August 19, 2004, is a portion of a whole loan with an original principal balance of $292,000,000. The other loans related to the 180 Maiden Lane Loan are evidenced by 3 separate notes, each dated August 19, 2004 (the "180 Maiden Lane Pari Passu Loan", with an original principal balance of $93,000,000, the "180 Maiden Lane Trust Subordinate Companion Loan", with an original principal balance of $69,500,000, and the "180 Maiden Lane Non-Trust Subordinate Companion Loan", with an original principal balance of $36,500,000). The 180 Maiden Lane Pari Passu Loan and the 180 Maiden Lane Non-Trust Subordinate Companion Loan will not be assets of the Trust Fund, while the 180 Maiden Lane Trust Subordinate Companion Loan will be an asset of the Trust Fund; however, the 180 Maiden Lane Trust Subordinate Companion Loan will not be pooled with any Mortgage Loans. The 180 Maiden Lane Loan, the 180 Maiden Lane Pari Passu Loan, the 180 Maiden Lane Trust Subordinate Companion Loan and the 180 Maiden Lane Non-Trust Subordinate Companion Loan will be governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement as described in this prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans". The 180 Maiden Lane Loan provides for interest-only payments for the entire loan term. The 180 Maiden Lane Loan has a remaining term of 60 months and matures on November 11, 2009. The 180 Maiden Lane Loan may be prepaid on or after September 11, 2009, and permits defeasance with United States government obligations beginning the earlier of four years after the origination date or two years from the date of the last securitization of any portion of the 180 Maiden Lane Loan and its related Companion Loans. o THE BORROWER. The borrower is Almah LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 180 Maiden Lane Loan. The sponsor is Joseph Moinian. Joseph Moinian has been actively involved in New York City commercial real estate for over 15 years and currently controls a portfolio of properties in excess of 6 million square feet of office space and approximately 1,200 apartment units. o THE PROPERTY. The Mortgaged Property is an approximately 1,088,763 square foot office building situated on approximately 1.1 acres. The Mortgaged Property was constructed in 1984 and renovated in 2000. The Mortgaged Property is located in New York, New York. As of September 1, 2004, the occupancy rate for the Mortgaged Property securing the 180 Maiden Lane Loan was approximately 100.0%. The largest tenant is Goldman Sachs, occupying approximately 803,223 square feet, or approximately 73.8% of the net rentable area. Goldman Sachs is a global investment banking, securities and investment management firm that provides a range of services worldwide to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As of October 3, 2004, Goldman Sachs was rated "Aa3" (Moody's), "A+" (S&P) and "AA--" (Fitch). The Goldman Sachs lease expires in April 2014; however, Goldman Sachs has the option to terminate all of its leased space in November 2009. This option may be exercised with 18 months notice and the payment of a termination fee equal to approximately nine months rent. Pursuant to the terms of the loan documents, in the event that Goldman Sachs exercises this termination option, the mortgagee will have the right to trap excess cash flow for the 18-month notice period in addition to the termination fee, which will be held in a mortgagee-controlled escrow account. The second largest tenant is Stroock & Stroock & Lavan LLP ("Stroock"), occupying approximately 231,932 square feet, or approximately 21.3% of the net rentable area. Stroock is a law firm specializing in capital markets, litigation and real estate matters with over 350 attorneys practicing in New York, Los Angeles and Miami. The Stroock lease expires in various years, the largest being approximately 205,748 square feet in May 2013. Stroock has the right to terminate its lease of the 39th floor in June 2008 with a termination fee of $1.64 million with 12 months notice. The third largest tenant is Weitz & Luxenberg, P.C. ("Weitz & Luxenberg"), occupying approximately 28,000 square feet, or approximately 2.6% of the net rentable area. Weitz & Luxenberg is a law firm specializing in mass tort, product liability and personal injury litigation with over 50 attorneys practicing in New York City. The Weitz & Luxenberg lease expires in April 2009. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lock box account. S-154 o MEZZANINE DEBT. A mezzanine loan in the amount of $36,500,000 was originated on August 19, 2004. The mezzanine loan is not an asset of the Trust Fund and is secured by a pledge of the equity interests in the borrower. o MANAGEMENT. Cushman & Wakefield, Inc. is the property manager for the Mortgaged Property securing the 180 Maiden Lane Loan. Cushman & Wakefield, with offices in approximately 50 countries, provides property management services for nearly 300 million square feet of commercial space. S-155 Gale Office Pool - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $72,955,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 6.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR The Gale Company L.L.C. and SL Green Realty Corporation TYPE OF SECURITY Fee MORTGAGE RATE 6.260% MATURITY DATE August 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 117/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $20,563 ROLLOVER(1) $1,350,000 TI/LC(2) $3,779,546 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $11,978 TI/LC $59,889 ADDITIONAL FINANCING(3) Credit Facility $25,000,000 CUT-OFF DATE BALANCE $72,955,000 CUT-OFF DATE BALANCE/SF $127 CUT-OFF DATE LTV 81.4% MATURITY DATE LTV 72.6% UW DSCR ON NCF 1.27x - -------------------------------------------------------------------------------- (1) Reserve funded at closing to be used for general rollover needs across the properties. (2) Reserve established for costs associated with recent leases of certain tenants. (3) An affiliate of the borrowers has a revolving line of credit that is secured, in part, by an interest in the borrowers for purposes of funding tenant improvement and leasing commissions for a 36 property portfolio owned by the sponsors. This line of credit is also secured by the ownership interests in the property owners of the related portfolio properties and may be used to fund tenant improvement and leasing commission reserves related to properties not included in the Trust Fund. As of October 11, 2004, the total financing secured by the 36 property portfolio (which includes the Mortgaged Properties securing the Gale Office Pool Loan) was approximately $476,650,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 4 LOCATION Various, NJ PROPERTY TYPE Office -- Suburban SIZE (SF) 573,877 OCCUPANCY AS OF JULY 28, 2004 (OR AUGUST 1, 2004) 95.8% YEAR BUILT/YEAR RENOVATED Various/NA APPRAISED VALUE $89,600,000 PROPERTY MANAGEMENT* Various Sponsor Affiliates UW ECONOMIC OCCUPANCY 92.5% UW REVENUES $12,932,715 UW TOTAL EXPENSES $5,482,963 UW NET OPERATING INCOME (NOI) $7,449,751 UW NET CASH FLOW (NCF) $6,835,715 - -------------------------------------------------------------------------------- * The Gale Management Company, L.L.C., The Gale Construction Company, L.L.C., The Gale Construction Services Company, L.L.C., The Gale Real Estate Advisors Company, L.L.C., The Gale Investment Services Company, L.L.C. S-156 GALE OFFICE POOL SUMMARY ALLOCATED CUT-OFF DATE CUT-OFF BALANCE PROPERTY NAME CITY STATE DATE BALANCE PER SF - ------------------------------- ------------ ------- -------------- -------------- Gale Office Pool 20 Waterview Boulevard ....... Parsippany NJ $ 27,683,817 $ 122 85 Livingston Avenue ......... Roseland NJ 17,098,828 $ 137 6 Becker Farm Road ........... Roseland NJ 15,958,906 $ 124 75 Livingston Avenue ......... Roseland NJ 12,213,449 $ 129 ------------ $ 72,955,000 $ 127 ============ UNDERWRITTEN NET PROPERTY NAME YEAR BUILT NRA(SF) OCCUPANCY* CASH FLOW APPRAISED VALUE - ------------------------------- ------------ --------- ------------ ------------- ---------------- Gale Office Pool 20 Waterview Boulevard ....... 1988 226,142 96.7% $ 2,568,495 $ 34,000,000 85 Livingston Avenue ......... 1985 124,547 100.0% 1,536,384 21,000,000 6 Becker Farm Road ........... 1983 128,786 92.9% 1,552,442 19,600,000 75 Livingston Avenue ......... 1984 94,402 92.0% 1,178,395 15,000,000 ------- ----------- ------------ 573,877 95.8% $ 6,835,716 $ 89,600,000 ======= =========== ============ * Occupancy as of July 28, 2004 for the 20 Waterview Boulevard, 75 Livingston Avenue, and 85 Livingston Avenue Mortgaged Properties and as of August 1, 2004 for the 6 Becker Farm Road Mortgaged Property. S-157 TENANT SUMMARY NET % OF NET % OF RATINGS RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA(SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------- ------------------- ---------- ---------- ---------- --------------- ---------- -------------- Lowenstein, Sandler, PC ..... NR/NR/NR 82,107 14.3% $ 24.25 $ 1,991,095 15.2% August 2017 Connell Foley & Geiser ...... NR/NR/NR 68,999 12.0 $ 23.00 1,586,977 12.1 December 2015 Torre Lazur, Inc. ........... NR/NR/NR 54,379 9.5 $ 24.00 1,305,096 10.0 June 2010 One Call Medical .. ......... NR/NR/NR 41,735 7.3 $ 20.00 834,700 6.4 July 2013 American Mgmt ............... NR/NR/NR 37,019 6.5 $ 25.97 961,384 7.3 October 2005 Non-major tenants . ......... 265,319 46.2 $ 24.19 6,418,283 49.0 Vacant . .................... 24,319 4.2 0 0.0 ------- ----- ------------ ----- TOTAL ....................... 573,877 100.0% $ 13,097,535 100.0% ======= ===== ============ ===== LEASE EXPIRATION SCHEDULE # OF WA BASE CUMULATIVE CUMULATIVE % LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING* - -------------- --------- --------- ---------- ------------- ------------ --------------- --------------- 2004 1 $ 0.00 2,742 0.5% 0.5% 0.0% 0.0% 2005 6 $ 26.09 72,161 12.6% 13.1% 14.4% 14.4% 2006 2 $ 24.73 38,386 6.7% 19.7% 7.2% 21.6% 2007 5 $ 23.75 23,200 4.0% 23.8% 4.2% 25.8% 2008 2 $ 24.92 23,076 4.0% 27.8% 4.4% 30.2% 2009 6 $ 23.59 31,722 5.5% 33.3% 5.7% 35.9% 2010 3 $ 23.45 86,438 15.1% 48.4% 15.5% 51.4% 2011 1 $ 23.50 13,841 2.4% 50.8% 2.5% 53.9% 2012 2 $ 26.81 40,151 7.0% 57.8% 8.2% 62.1% 2013 2 $ 20.00 41,735 7.3% 65.1% 6.4% 68.5% 2014 1 $ 22.00 25,000 4.4% 69.4% 4.2% 72.7% Thereafter 2 $ 23.68 151,106 26.3% 95.8% 27.3% 100.0% Vacant 0 N/A 24,319 4.2% 100.0% 0.0% 100.0% * Calculated based on the approximate square footage occupied by each tenant S-158 o THE LOANS. The Mortgage Loan (the "Gale Office Pool Loan") is collectively secured by first mortgages encumbering 4 office properties located in Parsippany or Roseland, New Jersey. The Gale Office Pool Loan represents approximately 6.3% of the Cut-Off Date Pool Balance. The Gale Office Pool Loan was originated on July 30, 2004, and has a principal balance as of the Cut-Off Date of $72,955,000. The Gale Office Pool Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The Gale Office Pool Loan has a remaining term of 117 months and matures on August 11, 2014. The Gale Office Pool Loan may be prepaid on or after May 11, 2014, and permits defeasance with United States government obligations beginning two years after the Closing Date. o THE BORROWERS. The borrowers are 20 Waterview SPE LLC, 6 Becker SPE LLC, 75 Livingston SPE LLC and 85 Livingston SPE LLC; each a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Gale Office Portfolio Loan. The sponsors are The Gale Company L.L.C. and SL Green Realty Corporation. The Gale Company L.L.C., headed by Stanley Gale, Chairman, and Mark Yeager, President, is a leading operator of commercial real estate and currently owns and/or manages more than 50 million square feet of commercial space. SL Green Realty Corporation is a fully integrated, self-administered and self-managed equity REIT with a current portfolio consisting of approximately 15.0 million square feet of commercial space. o THE PROPERTIES. The Mortgaged Properties consist of 4 office properties containing, in the aggregate, 573,877 square feet. The Mortgaged Properties are located in Roseland, New Jersey (3 Mortgaged Properties) and Parsippany, New Jersey (1 Mortgaged Property), within the New York-Northern New Jersey-Long Island, New York, New Jersey, Pennsylvania metropolitan statistical area. As of July 28, 2004 (or August 1, 2004, with respect to one Mortgaged Property), the occupancy rate for the Mortgaged Properties securing the Gale Office Pool Loan was approximately 95.8%. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lock box account. o MEZZANINE DEBT. On July 30, 2004, SLG Gale Funding LLC, as mezzanine lender, agreed to make periodic loans on a revolving basis to Gale SLG NJ Mezz LLC, the owner of 100% of the limited liability company interests in the borrower, up to a maximum amount of $25,000,000. The mezzanine loan is secured by, among other things, a pledge in favor of the mezzanine lender by Gale SLG NJ Mezz LLC of its direct ownership interests in the borrower. The Mezzanine Loan is not part of the Trust Fund. o MANAGEMENT. The Gale Management Company, L.L.C., The Gale Construction Company, L.L.C., The Gale Construction Services Company, L.L.C., The Gale Real Estate Advisors Company, L.L.C. and The Gale Investment Services Company, L.L.C., each an affiliate of the borrowers, are the property managers for the Mortgaged Properties securing the Gale Office Pool Loan. S-159 Deer Valley Village Apartments - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $51,150,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 4.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Marc J. Paul, Robert A. Robotti, and Secured California Investments, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.030% MATURITY DATE October 11, 2009 AMORTIZATION TYPE Interest Only, ARD INTEREST ONLY PERIOD 60 ORIGINAL TERM/AMORTIZATION 60/IO REMAINING TERM/AMORTIZATION 59/IO LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $7,563 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $16,486 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $51,150,000 CUT-OFF DATE BALANCE/UNIT $61,478 CUT-OFF DATE LTV 71.7% MATURITY DATE LTV 71.7% UW DSCR ON NCF 1.59x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Phoenix, AZ PROPERTY TYPE Multifamily -- Conventional SIZE (UNITS) 832 OCCUPANCY AS OF JUNE 14, 2004 94.7% YEAR BUILT/YEAR RENOVATED 1996/NA APPRAISED VALUE $71,300,000 PROPERTY MANAGEMENT Alliance Residential, LLC UW ECONOMIC OCCUPANCY 89.5% UW REVENUES $6,798,203 UW TOTAL EXPENSES $2,502,848 UW NET OPERATING INCOME (NOI) $4,295,354 UW NET CASH FLOW (NCF) $4,097,372 - -------------------------------------------------------------------------------- S-160 UNIT MIX APPROXIMATE NO. OF UNIT SIZE APPROXIMATE UNIT MIX UNITS (SF) NRA (SF) % OF NRA RENTAL RATE - ----------------- -------- ------------ ------------ ---------- ------------------ 1BR/1BA ......... 360 713 256,848 35.1% $ 691 2BR/1BA ......... 96 851 81,648 11.2 $ 803 2BR/2BA ......... 260 987 256,500 35.1 $ 864 3BR/2BA ......... 116 1,177 136,488 18.7 $ 1,030 --- ------- ----- 832 879 731,484 100.0% $ 805/$0.92/SF === ======= ===== S-161 o THE LOAN. The Mortgage Loan (the "Deer Valley Village Apartments Loan") is secured by a first deed of trust encumbering a 832-unit multifamily complex located in Phoenix, Arizona. The Deer Valley Village Apartments Loan represents approximately 4.4% of the Cut-Off Date Pool Balance. The Deer Valley Village Apartments Loan was originated on September 16, 2004, and has a principal balance as of the Cut-Off Date of $51,150,000. The Deer Valley Village Apartments Loan provides for interest-only payments for the entire loan term. The Deer Valley Village Apartments Loan has a remaining term of 59 months to its anticipated repayment date of October 11, 2009. The Deer Valley Village Apartments Loan may be prepaid on or after August 11, 2009, and permits defeasance with United States government obligations beginning two years after the Closing Date. o THE BORROWERS. The borrowers are SCI Deer Valley Village Fund, LLC, SCI Deer Valley Village Fund 1, LLC, SCI Deer Valley Village Fund 2, LLC, SCI Deer Valley Village Fund 3, LLC, SCI Deer Valley Village Fund 4, LLC, SCI Deer Valley Village Fund 5, LLC, SCI Deer Valley Village Fund 6, LLC, SCI Deer Valley Village Fund 7, LLC, SCI Deer Valley Village Fund 8, LLC, SCI Deer Valley Village Fund 9, LLC, SCI Deer Valley Village Fund 10, LLC, SCI Deer Valley Village Fund 11, LLC, SCI Deer Valley Village Fund 12, LLC, SCI Deer Valley Village Fund 13, LLC, SCI Deer Valley Village Fund 14, LLC, SCI Deer Valley Village Fund 15, LLC, SCI Deer Valley Village Fund 16, LLC, SCI Deer Valley Village Fund 17, LLC and SCI Deer Valley Village Fund 18, LLC, each a special purpose entity. Legal counsel to each of the borrowers delivered a non-consolidation opinion in connection with the origination of the Deer Valley Village Apartments Loan. The sponsors of the borrowers are Secured California Investments, Inc., Marc J. Paul and Robert A. Robotti, the principals of SCI Real Estate Investments Inc. Established in 1994 and headquartered in Southern California, SCI Real Estate Investments Inc. is an integrated real estate investment company that acquires and manages investment properties primarily in California and Nevada. o THE PROPERTY. The Mortgaged Property is an 832-unit garden-style apartment complex consisting of 35 buildings situated on approximately 43.3 acres. The Mortgaged Property was constructed in 1996 and is located in Phoenix, Arizona. The Mortgaged Property includes such amenities as three swimming pools, two in-ground hot tubs, a playground with children's play equipment, two sand volleyball courts, a one-story clubhouse, a community resource center with gaming rooms and meeting rooms, a business center, two on-site exercise rooms and an-on-site leasing office. As of June 14, 2004, the occupancy rate for the Mortgaged Property securing the Deer Valley Village Apartments Loan was approximately 94.7%. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a borrower-designated lock box account. o HYPER-AMORTIZATION. Commencing on the anticipated repayment date of October 11, 2009, if the Deer Valley Village Apartments Loan is not paid in full, the Deer Valley Village Apartments Loan enters into a hyper-amortization period through October 11, 2014. The interest rate applicable to the Deer Valley Village Apartments Loan during such hyper-amortization period will increase to the greater of 3.0% over the mortgage rate or 3% over the treasury rate, as specified in the loan documents. o MANAGEMENT. Alliance Residental, LLC is the property manager for the Mortgaged Property securing the Deer Valley Village Apartments Loan. Alliance Residential, LLC is a full-service apartment management company with an apartment portfolio consisting of over 120 apartment communities, containing approximately 28,000 units. S-162 IRS Building--Fresno, CA - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Artesia CUT-OFF DATE BALANCE $46,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 4.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Construction Take-out SPONSOR Alex S. Palmer, Dale A. Holmer and NGP Capital Partners III LLC TYPE OF SECURITY Fee MORTGAGE RATE 5.570% MATURITY DATE November 11, 2009 AMORTIZATION TYPE Interest Only, ARD INTEREST ONLY PERIOD 60 ORIGINAL TERM/AMORTIZATION 60/IO REMAINING TERM/AMORTIZATION 60/IO LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes TI/LC(1) Springing ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $3,008 ADDITIONAL FINANCING(2) None CUT-OFF DATE BALANCE $46,000,000 CUT-OFF DATE BALANCE/SF $255 CUT-OFF DATE LTV 74.2% MATURITY DATE LTV 74.2% UW DSCR ON NCF 1.71x - -------------------------------------------------------------------------------- (1) Unless the tenant (United States Government) has rescinded its termination option on or before November 11, 2009 (the anticipated repayment date), the borrower will deposit either $4,000,000 in cash or provide a letter of credit in the amount of $4,000,000. The funds will be released when the borrower furnishes evidence that the termination right of the tenant has been removed without a reduction in rents and with at least 9 years remaining on the lease term. (2) Capped at $72,192. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Fresno, CA PROPERTY TYPE Office -- CBD SIZE (SF) 180,481 OCCUPANCY AS OF SEPTEMBER 2, 2004 100.0% YEAR BUILT/YEAR RENOVATED 2003/NA APPRAISED VALUE $62,000,000 PROPERTY MANAGEMENT Manco Abbott, Inc. UW ECONOMIC OCCUPANCY 99.0% UW REVENUES $6,381,892 UW TOTAL EXPENSES $1,885,630 UW NET OPERATING INCOME (NOI) $4,496,263 UW NET CASH FLOW (NCF) $4,374,997 - -------------------------------------------------------------------------------- S-163 TENANT SUMMARY NET % OF NET % OF RATINGS(1) RENTABLE RENTABLE ACTUAL RENT ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION - ------------------------- ------------------- ----------- ---------- ------------- ------------- ----------- ----------------- United States Government Aaa/AAA/AAA 180,481 100.0% $ 34.00 $ 6,136,356 100.0% November 2018(2) Vacant .................. 0 0.0 0 0.0 ------- ----- ----------- ----- TOTAL ................... 180,481 100.0% $ 6,136,356 100.0% ======= ===== =========== ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) The United States Government has the option to terminate all its leased space after November 30, 2013, with 360 days notice. LEASE EXPIRATION SCHEDULE WA BASE CUMULATIVE % OF ACTUAL CUMULATIVE % OF # OF LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1) - --------------- ------------- ----------- ---------- --------------- ------------ ------------- ---------------- 2018(2) 1 $ 34.00 180,481 100.0% 100.0% 100.0% 100.0% (1) Calculated based on the approximate square footage occupied by each tenant (2) The United States Government has the option to terminate all its leased space after November 30, 2013, with 360 days notice. S-164 o THE LOAN. The Mortgage Loan (the "IRS Building-Fresno, CA Loan") is secured by a first deed of trust encumbering an office building located in Fresno, California. The IRS Building-Fresno, CA Loan represents approximately 4.0% of the Cut-Off Date Pool Balance. The IRS Building-Fresno, CA Loan was originated on October 6, 2004, and has a principal balance as of the Cut-Off Date of $46,000,000. The IRS Building-Fresno, CA Loan provides for interest-only payments for the entire loan term. The IRS Building-Fresno, CA Loan has a remaining term of 60 months to its anticipated repayment date of November 11, 2009. The IRS Building-Fresno, CA Loan may be prepaid on or after September 11, 2009, and permits defeasance with United States government obligations beginning three years after the first payment date. o THE BORROWER. The Borrower is ASP San Diego (Delaware), LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with origination of the IRS Building-Fresno, CA Loan. The sponsors of the borrower are Alex S. Palmer, Dale A. Holmer, and NGP Capital Partners III LLC. This structure will remain in place until an entity controlled by NGP Capital Partners III LLC purchases the fee interest in the subject property. The purchase is to close between January 5 and January 15, 2005. At the time of purchase, Mr. Palmer and Mr. Holmer will be released from further liability under the IRS Building-Fresno, CA Loan. Mr. Palmer has spent over twenty years in real estate finance, syndication, and development. Mr. Holmer has over 25 years in finance and tax fields including the last 12 years with Alex S. Palmer. NGP Capital Partners III LLC specializes in the acquisition of properties leased to GSA and other properties with leases to investment-grade tenants. o THE PROPERTY. The Mortgaged Property is an approximately 180,481 square foot office building situated on approximately 3.0 acres. The Mortgaged Property was constructed in 2003 and is located in Fresno, California. As of September 2, 2004, the occupancy rate for the Mortgaged Property securing the IRS Building-Fresno, CA Loan was approximately 100.0%. The sole tenant is the United States Government, occupying approximately 180,481 square feet, or the entire net rentable area. The facility is used by the Internal Revenue Service as a regional compliance office. The United States Government lease expires in November 2018, but may be terminated by the tenant after November 30, 2013 with 360 days notice. See "RISK FACTORS--Single Tenants and Concentration of Tenants Subject the Trust Fund to Increased Risk" in this prospectus supplement. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lock box account. o HYPER-AMORTIZATION. Commencing on the anticipated repayment date of November 11, 2009, if the IRS Building-Fresno, CA Loan is not paid in full, the IRS Building-Fresno, CA Loan enters into a hyper-amortization period through November 11, 2034. The interest rate applicable to the IRS Building-Fresno, CA Loan during such hyper-amortization period will increase to the greater of 4% over the mortgage rate or 3.75% over the treasury rate, as specified in the loan documents. o MANAGEMENT. Manco Abbott, Inc. is the property manager for the Mortgaged Property securing the IRS Building-Fresno, CA Loan. S-165 ADG Portfolio - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $42,184,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.6% NUMBER OF MORTGAGE LOANS 4 LOAN PURPOSE Refinance SPONSOR Bruce A. Arbit, James A. Reitzner, Jerry Benjamin, and M. Nicol Padway TYPE OF SECURITY Fee MORTGAGE RATE 5.610% MATURITY DATE October 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 119/360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $180,531 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $7,731 SUBORDINATE DEBT(1) $29,166 ADDITIONAL FINANCING(2) Subordinate Debt $2,636,774 WHOLE TRUST ASSETS MORTGAGE LOANS ------------ -------------- CUT-OFF DATE BALANCE $42,184,000 $44,820,774 CUT-OFF DATE BALANCE/PAD OR UNIT $20,438 $21,715 CUT-OFF DATE LTV 80.0% 85.0% MATURITY DATE LTV 70.3% 75.1% UW DSCR ON NCF 1.34x 1.20x - -------------------------------------------------------------------------------- (1) Capped at $175,000. (2) In addition, the Mortgage Loan related to the Lannon Estates Mortgaged Property is encumbered by additional secured subordinate debt with the original principal balance of $2,500,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 25 LOCATION Various PROPERTY TYPE Mobile Home Park and Multifamily SIZE (PADS/UNITS) 1920/144 OCCUPANCY AS OF JULY 31, 2004 90.9% YEAR BUILT/YEAR RENOVATED Various/NA APPRAISED VALUE $52,730,000 PROPERTY MANAGEMENT Asset Development Group, Inc. UW ECONOMIC OCCUPANCY 88.7% UW REVENUES $6,482,151 UW TOTAL EXPENSES $2,485,738 UW NET OPERATING INCOME (NOI) $3,996,412 UW NET CASH FLOW (NCF) $3,904,280 - -------------------------------------------------------------------------------- S-166 ADG PORTFOLIO SUMMARY - -------------------------------------------------------------------------------------------------- CUT-OFF DATE CUT-OFF BALANCE DATE PER PROPERTY NAME CITY STATE BALANCE UNIT/PAD PROPERTY TYPE - ------------------------- ----------------- --------- -------------- ---------- ------------------ ADG MHP Pool One ................... Various Various $30,480,000 $ 17,377 Mobile Home Park Spacious Acres ........ Sullivan WI 4,568,000 $ 25,099 Mobile Home Park Skyview Terrace ....... East Troy WI 3,504,000 $ 32,147 Mobile Home Park Meadowview Place ................. Janesville WI 2,080,000 $ 17,931 Mobile Home Park Harbor Lights ......... Menasha WI 2,008,000 $ 21,137 Mobile Home Park Shorecrest Pointe ..... Kenosha WI 1,920,000 $ 23,704 Mobile Home Park Lakeland .............. Lake Mills WI 1,872,000 $ 22,286 Mobile Home Park Cardinal Crest ........ Brodhead WI 1,456,000 $ 13,358 Mobile Home Park Park Ridge ............ Iron Mountain MI 1,384,000 $ 14,723 Mobile Home Park River View Manor ...... Amery WI 1,368,000 $ 17,538 Mobile Home Park Balsam Lake ........... Balsam Lake WI 1,360,000 $ 17,000 Mobile Home Park Monroe Estates ........ Monroe WI 1,336,000 $ 13,098 Mobile Home Park Camelot Terrace ....... Pulaski WI 1,200,000 $ 13,333 Mobile Home Park Oak Manor ............. Waupaca WI 976,000 $ 10,844 Mobile Home Park Falls View ............ Fall River WI 952,000 $ 16,136 Mobile Home Park Forest Junction ....... Forest Junction WI 920,000 $ 11,220 Mobile Home Park Reeseville ............ Reeseville WI 856,000 $ 16,151 Mobile Home Park Indianhead Manor ................. Chippewa Falls WI 760,000 $ 12,258 Mobile Home Park Foxx Glen ............. Marinette WI 752,000 $ 9,895 Mobile Home Park Willow Grove .......... Spencer WI 400,000 $ 8,163 Mobile Home Park Lake Bluff ............ Kewaunee WI 360,000 $ 14,400 Mobile Home Park Markesan .............. Markesan WI 312,000 $ 14,182 Mobile Home Park Forest Glen ........... Marinette WI 136,000 $ 8,500 Mobile Home Park ADG - Lannon Estates ... Lannon WI 5,832,000 $ 35,133 Mobile Home Park ADG - Cedar Crossing Apartments ............ Frederick MD 4,640,000 $ 42,569 Multifamily ADG - Forest Down Apartments ............ Hales Corners WI 1,232,000 $ 35,200 Multifamily - ------------------------- ----------------- --------- ------------ -------- ------------------ $42,184,000 $ 20,438 ============ AVERAGE YEAR PADS / UNDERWRITTEN APPRAISED RENTAL PROPERTY NAME BUILT UNITS OCCUPANCY * NET CASH FLOW VALUE RANGE - ------------------------- --------- -------- ------------- --------------- --------------- -------- ADG MHP Pool One ................... Various 1,754 90.8% $ 2,831,369 $ 38,100,000 Various Spacious Acres ........ 1970 182 97.8% 404,603 5,710,000 290-305 Skyview Terrace ....... 1965 109 99.1% 311,048 4,380,000 325-325 Meadowview Place ................. 1957 116 85.3% 180,493 2,600,000 225-230 Harbor Lights ......... 1966 95 95.8% 198,954 2,510,000 260-265 Shorecrest Pointe ..... 1960 81 96.3% 196,190 2,400,000 295-305 Lakeland .............. 1970 84 98.8% 175,629 2,340,000 225-240 Cardinal Crest ........ 1970 109 88.1% 125,853 1,820,000 195-195 Park Ridge ............ 1970 94 90.4% 133,604 1,730,000 205-210 River View Manor ...... 1970 78 100.0% 126,220 1,710,000 210-230 Balsam Lake ........... 1970 80 93.8% 135,659 1,700,000 190-205 Monroe Estates ........ 1972 102 89.2% 132,601 1,670,000 180-180 Camelot Terrace ....... 1970 90 85.6% 110,068 1,500,000 190-205 Oak Manor ............. 1972 90 91.1% 103,234 1,220,000 170-180 Falls View ............ 1960 59 72.9% 72,065 1,190,000 235-235 Forest Junction ....... 1955 82 72.0% 80,358 1,150,000 185-185 Reeseville ............ 1975 53 86.8% 85,824 1,070,000 225-225 Indianhead Manor ................. 1960 62 85.5% 69,680 950,000 170-175 Foxx Glen ............. 1970 76 94.7% 72,923 940,000 135-140 Willow Grove .......... 1970 49 79.6% 38,009 500,000 150-160 Lake Bluff ............ 1950 25 92.0% 35,609 450,000 170-180 Markesan .............. 1970 22 95.5% 27,626 390,000 190-200 Forest Glen ........... 1970 16 100.0% 15,118 170,000 135-140 ADG - Lannon Estates ... 1970 166 89.8% 513,818 7,290,000 315-350 ADG - Cedar Crossing Apartments ............ 1986 109 94.5% 454,850 5,800,000 540-795 ADG - Forest Down Apartments ............ 1988 35 88.6% 104,243 1,540,000 610-725 - -------------------------- ---- ----- ----- ----------- ------------ ------- 2,064 90.9% $ 3,904,280 $ 52,730,000 ===== =========== ============ * Occupancy as of July 31, 2004 for each Mortgaged Property. S-167 o THE LOANS. The 4 Mortgage Loans (the "ADG Portfolio Loans") are collectively secured by first mortgages encumbering 23 mobile home and 2 multifamily properties located in Wisconsin (23 Mortgaged Properties), Maryland (1 Mortgaged Property) and Michigan (1 Mortgaged Property). The ADG Portfolio Loans represent approximately 3.6% of the Cut-off Date Pool Balance. The ADG Portfolio Loans were originated on October 1, 2004, and have an aggregate principal balance as of the Cut-Off Date of $42,184,000. The ADG Portfolio Loans, which are evidenced by senior notes dated October 1, 2004, are the senior portions of 4 whole loans with an aggregate original principal balance of $44,820,500. The subordinate loans related to each of the ADG Portfolio Loans are evidenced by 4 separate notes dated October 1, 2004, with an aggregate original principal balance of $2,636,500 (the "ADG Portfolio Companion Loans"). Each of the ADG Portfolio Companion Loans will not be assets of the Trust Fund. Each of the ADG Portfolio Loans is cross-collateralized and cross-defaulted with each of the other ADG Portfolio Loans. The ADG Portfolio Loans and the ADG Portfolio Companion Loans will be governed by an intercreditor and servicing agreement, as described in this prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" and will be serviced pursuant to the terms of the pooling and servicing agreement. Each of the ADG Portfolio Loans provides for interest-only payments for the first 24 months of their respective terms, and thereafter, fixed monthly payments of principal and interest. The ADG Portfolio Loans have a remaining term of 119 months and mature on October 11, 2014. The ADG Portfolio Loans may be prepaid on or after August 11, 2014, and permit defeasance with United States government obligations beginning two years after the Closing Date. o THE BORROWERS. The borrowers are Great Lakes Maryland Apartments, LLC, Great Lakes Wisconsin Apartments, LLC, Lannon Development Group, LLC, Great Lakes Communities Wisconsin, LLC, Key Development Group, LLC, Reeseville Associates, LLC, Northern Development Group, LLC, Strategic Development, L.L.C. and Meadows Development Group, LLC. None of these borrowers (except Great Lakes Wisconsin Apartments, LLC) is a special purpose entity because these entities are also the borrowers under certain other mortgage loans not included in the Trust Fund. See "RISK FACTORS--The Borrower's Form of Entity May Cause Special Risks". A non-consolidation opinion was delivered in connection with the origination of the ADG-Forest Down Apartments Loan. The sponsors of the borrowers are Bruce A. Arbit, James A. Reitzner, Jerry Benjamin and M. Nicol Padway. Mr. Arbit is the Chairman of Asset Development Group, Inc. ("ADG") and has served on the board of ADG for 19 years. Mr. Reitzner is the President of ADG, with over 30 years of experience in the manufactured housing industry, and has served on the Wisconsin Manufactured Housing Association's Board of Directors for over 19 years. o THE PROPERTIES. The ADG Portfolio Loans consist of 23 mobile home parks and 2 multifamily apartment complexes containing, in the aggregate, 1920 mobile home pads and 144 multifamily units. As of July 31, 2004, the occupancy rate for the Mortgaged Properties securing the ADG Portfolio Loans was approximately 90.9%. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o MANAGEMENT. ADG, an affiliate of the borrower, is the property manager for the Mortgaged Properties securing the ADG Portfolio Loans. ADG currently manages 56 Manufactured Home Communities, with a total of approximately 6,000 home sites and three multifamily properties. S-168 Slatten Ranch (Western Phase) - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $26,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Leland S. Kraemer, Fred T. Kroger and Mark S. Carter TYPE OF SECURITY Fee MORTGAGE RATE 5.550% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $985 TI/LC* $8,333 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $26,000,000 CUT-OFF DATE BALANCE/SF $220 CUT-OFF DATE LTV 68.9% MATURITY DATE LTV 61.7% UW DSCR ON NCF 1.33x - -------------------------------------------------------------------------------- * Monthly reserves begin October 11, 2009, and are capped at $500,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Antioch, CA PROPERTY TYPE Retail -- Anchored SIZE (SF) 118,250 OCCUPANCY AS OF JULY 31, 2004 100.0% YEAR BUILT / YEAR RENOVATED 2003/NA APPRAISED VALUE $37,720,000 PROPERTY MANAGEMENT Colliers International Asset Management, Inc. UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $3,458,750 UW TOTAL EXPENSES $970,136 UW NET OPERATING INCOME (NOI) $2,488,614 UW NET CASH FLOW (NCF) $2,377,093 - -------------------------------------------------------------------------------- S-169 TENANT SUMMARY NET % OF NET % OF DATE OF RATING* RENTABLE RENTABLE ACTUAL ACTUAL ACTUAL LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF RENT RENT EXPIRATION - --------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- -------------- Bed Bath & Beyond ......... NR/BBB/NR 27,000 22.8% $ 15.00 $ 405,000 15.7% January 2014 Barnes & Noble ............ NR/NR/NR 23,000 19.5 $ 16.50 379,500 14.7 January 2014 Cost Plus ................. NR/NR/NR 17,750 15.0 $ 17.25 306,188 11.9 January 2014 Pier One Imports .......... NR/BBB-/NR 9,998 8.5 $ 20.75 207,459 8.0 February 2014 The Dress Barn ............ NR/NR/NR 7,300 6.2 $ 25.00 182,500 7.1 December 2008 Non-major tenants ......... 33,202 28.1 $ 33.03 1,096,549 42.5 Vacant .................... 0 0.0 0 0.0 ------ ----- ---------- ----- TOTAL ..................... 118,250 100.0% $2,577,195 100.0% ======= ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE EXPIRATION SCHEDULE # OF WA BASE CUMULATIVE CUMULATIVE % LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* RENT ROLLING* - -------------- --------- ---------- ---------- ------------- ------------ --------------- -------------- 2004 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2007 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2008 7 $ 28.02 23,137 19.6% 19.6% 25.2% 25.2% 2009 1 $ 37.80 1,200 1.0% 20.6% 1.8% 26.9% 2010 0 $ 0.00 0 0.0% 20.6% 0.0% 26.9% 2011 0 $ 0.00 0 0.0% 20.6% 0.0% 26.9% 2012 0 $ 0.00 0 0.0% 20.6% 0.0% 26.9% 2013 3 $ 39.54 6,840 5.8% 26.4% 10.5% 37.4% 2014 8 $ 18.53 87,073 73.6% 100.0% 62.6% 100.0% Thereafter 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0% Vacant 0 N/A 0 0.0% 100.0% 0.0% 100.0% * Calculated based on the approximate square footage occupied by each tenant. S-170 o THE LOAN. The Mortgage Loan (the "Slatten Ranch Loan") is secured by a first mortgage encumbering an anchored retail center located in Antioch, California. The Slatten Ranch Loan represents approximately 2.2% of the Cut-Off Date Pool Balance. The Slatten Ranch Loan was originated on August 24, 2004, and has a principal balance as of the Cut-Off Date of $26,000,000. The Slatten Ranch Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The Slatten Ranch Loan has a remaining term of 118 months and matures on September 11, 2014. The Slatten Ranch Loan may be prepaid on or after July 11, 2014, and permits defeasance with United States government obligations beginning four years after its first payment date. o THE BORROWER. The borrower is Camden Village LLC, a special purpose entity. The sponsors of the borrower are Mark S. Carter, Leland S. Kraemer and Fred T. Kroger, principals of Sequoia Equities, Inc. Sequoia Equities, Inc. specializes in the acquisition and management of real estate investment properties throughout California. o THE PROPERTY. The Mortgaged Property is an approximately 118,250 square foot anchored retail center situated on approximately 10.4 acres. The Mortgaged Property was constructed in 2003. The Mortgaged Property is located in Antioch, California, within the San Francisco-Oakland-San Jose, California metropolitan statistical area. As of July 31, 2004, the occupancy rate for the Mortgaged Property securing the Slatten Ranch Loan was approximately 100.0%. The anchor tenants at the Mortgaged Property are Target, Mervyn's, Bed Bath & Beyond, Barnes & Noble, Cost Plus and Pier One Imports. Target and Mervyn's own their respective premises and land and are not part of the collateral. The largest tenant which is part of the Mortgaged Property is Bed Bath & Beyond, Inc. ("Bed Bath & Beyond"), occupying approximately 27,000 square feet, or approximately 22.8% of the net rentable area. Bed Bath & Beyond is a chain of retail stores that sells domestic merchandise and home furnishings throughout the United States. As of October 3, 2004, Bed Bath & Beyond was rated "BBB" (S&P). The Bed Bath & Beyond lease expires in January 2014. The second largest tenant is Barnes & Noble, Inc. ("Barnes & Noble"), occupying approximately 23,000 square feet, or approximately 19.5% of the net rentable area. Barnes & Noble operates free-standing stores and mall-based booksellers throughout the United States. The Barnes & Noble lease expires in January 2014. The third largest tenant is Cost Plus, Inc. ("Cost Plus"), occupying approximately 17,750 square feet, or approximately 15.0% of the net rentable area. Cost Plus is a retailer of entertainment and casual home living products such as furniture, glassware, jewelry and kitchen utensils. The Cost Plus lease expires in January 2014. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o MANAGEMENT. Colliers International Asset Management, Inc. is the property manager for the Mortgaged Property securing the Slatten Ranch Loan. Colliers International Asset Management, Inc. manages over 11.8 million square feet of office, retail, industrial and multi-family facilities in Northern California, Nevada and Texas. S-171 1900 L Street - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $22,750,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Charles A. Gravely and Shelton Zuckerman TYPE OF SECURITY Fee MORTGAGE RATE 5.450% MATURITY DATE September 11, 2011 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM / AMORTIZATION 84/360 REMAINING TERM / AMORTIZATION 82/360 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING/REPLACEMENT $131,784 TI/LC $250,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $1,638 TI/LC* $8,334 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $22,750,000 CUT-OFF DATE BALANCE/SF $220 CUT-OFF DATE LTV 76.1% MATURITY DATE LTV 71.9% UW DSCR ON NCF 1.23x - -------------------------------------------------------------------------------- * Capped at $600,000 until Graphic Communications International Union renews its lease, and then capped at $350,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Washington, DC PROPERTY TYPE Office -- CBD SIZE (SF) 103,449 OCCUPANCY AS OF AUGUST 30, 2004 94.5% YEAR BUILT/YEAR RENOVATED 1965/2002 APPRAISED VALUE $29,900,000 Zuckerman Gravely PROPERTY MANAGEMENT Management, Inc. UW ECONOMIC OCCUPANCY 93.1% UW REVENUES $3,237,446 UW TOTAL EXPENSES $1,066,267 UW NET OPERATING INCOME (NOI) $2,171,178 UW NET CASH FLOW (NCF) $1,890,445 - -------------------------------------------------------------------------------- S-172 TENANT SUMMARY NET % OF NET % OF RATINGS RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- ----------------- G.C.I.U. ...................... NR/NR/NR 24,764 23.9% $ 27.57 $ 682,805 23.1% January 2008 GetActive Software ............ NR/NR/NR 6,250 6.0 $ 29.50 184,375 6.2 July 2009 Smarthinking, Inc. ............ NR/NR/NR 4,421 4.3 $ 32.45 143,461 4.9 July 2006 National Coalition on Black Civic Participation ......... NR/NR/NR 4,057 3.9 $ 23.32 94,626 3.2 Multiple Spaces* Paul B. Klein ................. NR/NR/NR 3,649 3.5 $ 25.78 94,071 3.2 December 2004 Non-major tenants ............. 54,639 52.8 $ 32.16 1,757,285 59.4 Vacant ........................ 5,669 5.5 0 0.0 ------ ----- ---------- ----- TOTAL ......................... 103,449 100.0% $2,956,624 100.0% ======= ===== ========== ===== * Under the terms of multiple leases, 1,800 square feet will expire in August 2005 and 2,257 square feet will expire in August 2009. LEASE EXPIRATION SCHEDULE # OF WA BASE CUMULATIVE CUMULATIVE % LEASES RENT SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING* SF ROLLING* ROLLING* RENT ROLLING* ROLLING* - ------------------- --------- ----------- ---------- ------------- ------------ --------------- --------------- 2004 4 $ 26.36 6,686 6.5% 6.5% 6.0% 6.0% 2005 9 $ 30.17 11,199 10.8% 17.3% 11.4% 17.4% 2006 10 $ 30.45 14,229 13.8% 31.0% 14.7% 32.0% 2007 4 $ 29.54 3,967 3.8% 34.9% 4.0% 36.0% 2008 10 $ 28.56 39,546 38.2% 73.1% 38.2% 74.2% 2009 4 $ 26.96 10,477 10.1% 83.2% 9.6% 83.8% 2010 3 $ 29.81 5,759 5.6% 88.8% 5.8% 89.6% 2011 0 $ 0.00 0 0.0% 88.8% 0.0% 89.6% 2012 2 $ 52.79 1,158 1.1% 89.9% 2.1% 91.6% 2013 1 $ 60.00 2,218 2.1% 92.1% 4.5% 96.1% 2014 1 $ 45.00 2,541 2.5% 94.5% 3.9% 100.0% Thereafter 0 $ 0.00 0 0.0% 94.5% 0.0% 100.0% Vacant 0 N/A 5,669 5.5% 100.0% 0.0% 100.0% * Calculated based on the approximate square footage occupied by each tenant S-173 o THE LOAN. The Mortgage Loan (the "1900 L Street Loan") is secured by a first mortgage encumbering an office building located in Washington, DC. The 1900 L Street Loan represents approximately 2.0% of the Cut-Off Date Pool Balance. The 1900 L Street Loan was originated on August 31, 2004, and has a principal balance as of the Cut-Off Date of $22,750,000. The 1900 L Street Loan provides for interest-only payments for the first 36 months of its term, and thereafter, fixed monthly payments of principal and interest. The 1900 L Street Loan has a remaining term of 82 months and matures on September 11, 2011. The 1900 L Street Loan may be prepaid on or after July 11, 2011, and permits defeasance with United States government obligations beginning two years after the Closing Date. o THE BORROWER. The borrower is ZG 1900 L Street, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1900 L Street Loan. The sponsors are Charles A. Gravely and Shelton Zuckerman. o THE PROPERTY. The Mortgaged Property is an approximately 103,449 square foot office building situated on approximately 0.4 acres. The Mortgaged Property was constructed in 1965 and renovated in 2002. The Mortgaged Property is located in Washington, DC. As of August 30, 2004, the occupancy rate for the Mortgaged Property securing the 1900 L Street Loan was approximately 94.5%. The largest tenant is The Graphic Communications International Union ("GCIU"), occupying approximately 24,764 square feet, or approximately 23.9% of the net rentable area. GCIU was established in 1983 following the merger of the Graphic Arts International Union and the International Printing and Graphic Communications Union as a labor union for works in desktop publishing and electronic color prepress. The GCIU lease expires in January 2008. The second largest tenant is GetActive Software, Inc. ("GetActive"), occupying approximately 6,250 square feet, or approximately 6.0% of the net rentable area. GetActive provides membership organizations with online technology solutions that help recruit, engage and retain constituents. The GetActive lease expires in July 2009. The third largest tenant is Smarthinking, Inc. ("Smarthinking"), occupying approximately 4,421 square feet, or approximately 4.3% of the net rentable area. Smarthinking, based in Washington, DC, provides online tutoring and academic support to secondary and post-secondary students at over 200 institutions. The Smarthinking lease expires in July 2006. o LOCK BOX ACCOUNT. The loan documents do not require a lock box account. o MANAGEMENT. Zuckerman Gravely Management, Inc., an affiliate of the sponsor, is the property manager for the Mortgaged Property securing the 1900 L Street Loan. Zuckerman Gravely Management, Inc. is a full-service real estate company with expertise in property management, development, leasing, finance and construction. S-174 10 Independence Boulevard - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $20,900,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR The Gale Company L.L.C. and SL Green Realty Corporation TYPE OF SECURITY Fee MORTGAGE RATE 6.260% MATURITY DATE August 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 120/300 REMAINING TERM/AMORTIZATION 117/300 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $2,511 TI/LC $15,066 ADDITIONAL FINANCING * Credit Facility $25,000,000 CUT-OFF DATE BALANCE $20,900,000 CUT-OFF DATE BALANCE/SF $173 CUT-OFF DATE LTV 72.1% MATURITY DATE LTV 58.4% UW DSCR ON NCF 1.26x - -------------------------------------------------------------------------------- * An affiliate of the borrowers has a revolving line of credit that is secured, in part, by an interest in the borrowers for purposes of funding tenant improvement and leasing commissions for a 36 property portfolio owned by the sponsors. This line of credit is also secured by the ownership interests in the property owners of the related portfolio properties and may be used to fund tenant improvement and leasing commission reserves related to properties not included in the Trust Fund. As of October 11, 2004, the total financing secured by the 36 property portfolio (which includes the Mortgaged Property securing the 10 Independence Boulevard Loan) was approximately $476,650,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Warren, NJ PROPERTY TYPE Office -- Suburban SIZE (SF) 120,528 OCCUPANCY AS OF JULY 30, 2004 100.0% YEAR BUILT/YEAR RENOVATED 1988/NA APPRAISED VALUE $29,000,000 PROPERTY MANAGEMENT * Various Sponsor Affiliates UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $3,289,020 UW TOTAL EXPENSES $999,135 UW NET OPERATING INCOME (NOI) $2,289,885 UW NET CASH FLOW (NCF) $2,079,142 - -------------------------------------------------------------------------------- * The Gale Management Company, L.L.C., The Gale Construction Company, L.L.C., The Gale Construction Services Company, L.L.C., The Gale Real Estate Advisors Company, L.L.C., The Gale Investment Services Company, L.L.C. S-175 TENANT SUMMARY NET % OF NET % OF RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------------- ------------------- ----------- ---------- ---------- ------------- ----------- -------------- ATT Global Venture Holdings LLC . ................... Ba1/BB+/BB+ 120,528 100.0% $ 28.50 $ 3,435,048 100.0% February 2011 Vacant .................... 0 0.0 0 0.0 ------- ----- ----------- ----- TOTAL ..................... 120,528 100.0% $ 3,435,048 100.0% ======= ===== =========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE EXPIRATION SCHEDULE # OF WA BASE CUMULATIVE CUMULATIVE % LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING* - -------------- --------- ----------- ---------- ------------- ------------ --------------- --------------- 2011 1 $ 28.50 120,528 100.0% 100.0% 100.0% 100.0% Thereafter 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0% Vacant 0 N/A 0 0.0% 100.0% 0.0% 100.0% * Calculated based on the approximate square footage occupied by each tenant S-176 o THE LOAN. The Mortgage Loan (the "10 Independence Boulevard Loan") is secured by a first mortgage encumbering an office building located in Warren, New Jersey. The 10 Independence Boulevard Loan represents approximately 1.8% of the Cut-Off Date Pool Balance. The 10 Independence Boulevard Loan was originated on July 30, 2004, and has a principal balance as of the Cut-Off Date of $20,900,000. The 10 Independence Boulevard Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. The 10 Independence Boulevard Loan has a remaining term of 117 months and matures on August 11, 2014. The 10 Independence Boulevard Loan may be prepaid on or after May 11, 2014, and permits defeasance with United States government obligations beginning two years after the Closing Date. o THE BORROWER. The borrower is 10 Independence SPE LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 10 Independence Boulevard Loan. The sponsors are The Gale Company L.L.C. and SL Green Realty Corporation. The Gale Company L.L.C. headed by Stanley Gale, Chairman, and Mark Yeager, President, is a leading operator of commercial real estate and currently owns and/or manages more than 50 million square feet of commercial space. SL Green Realty Corporation is a fully integrated, self-administered and self-managed equity REIT with a current portfolio of approximately 15.0 million square feet of commercial space. o THE PROPERTY. The Mortgaged Property is an approximately 120,528 square foot office building situated on approximately 13.1 acres. The Mortgaged Property was constructed in 1988. The Mortgaged Property is located in Warren, New Jersey, within the New York-Northern New Jersey-Long Island, NY-NJ-CT-PA metropolitan statistical area. As of July 30, 2004, the occupancy rate for the Mortgaged Property securing the 10 Independence Boulevard Loan was approximately 100.0%. The sole tenant is ATT Global Venture Holdings LLC, ("AT&T"), occupying approximately 120,528 square feet, or approximately 100% of the net rentable area. AT&T is a telecommunications and networking provider that offers services and customized solutions in 60 countries and 850 cities worldwide. AT&T uses the space at the Mortgaged Property for its Human Resources and Investments Group. As of October 3, 2004, AT&T was rated "Ba1" (Moody's), "BB+" (S&P) and "BB+" (Fitch). o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lock box account. o MEZZANINE DEBT. On July 30, 2004, SLG Gale Funding LLC, as mezzanine lender, agreed to make periodic loans, on a revolving basis, to Gale SLG NJ Mezz LLC, the owner of 100% of the limited liability company interests in the Borrower, up to a maximum amount of $25,000,000. The Mezzanine Loan is secured by, among other things, a pledge in favor of the mezzanine lender by Gale SLG NJ Mezz of its direct ownership interests in the Borrower. The Mezzanine Loan is not part of the Trust Fund. o MANAGEMENT. The Gale Management Company, L.L.C., The Gale Construction Company, L.L.C., The Gale Construction Services Company, L.L.C., The Gale Real Estate Advisors Company, L.L.C. and The Gale Investment Services Company, L.L.C., each an affiliate of the borrower, are the property managers for the Mortgaged Properties securing the 10 Independence Boulevard Loan. S-177 35 Waterview Boulevard - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $20,400,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR The Gale Company L.L.C. and SL Green Realty Corporation TYPE OF SECURITY Fee MORTGAGE RATE 6.260% MATURITY DATE August 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 117/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes TI/LC $300,000 ENGINEERING $6,750 LEASE LIABILITY(1) $3,510,700 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $3,590 TI/LC $18,667 ADDITIONAL FINANCING(2) Credit Facility $25,000,000 CUT-OFF DATE BALANCE $20,400,000 CUT-OFF DATE BALANCE/SF $118 CUT-OFF DATE LTV 80.0% MATURITY DATE LTV 71.3% UW DSCR ON NCF 1.29x - -------------------------------------------------------------------------------- (1) Reserve established for certain initial costs relating to the Sun Chemical lease. (2) An affiliate of the borrowers has a revolving line of credit that is secured, in part, by an interest in the borrowers for purposes of funding tenant improvement and leasing commissions for a 36 property portfolio owned by the sponsors. This line of credit is also secured by the ownership interests in the property owners of the related portfolio properties and may be used to fund tenant improvement and leasing commission reserves related to properties not included in the Trust Fund. As of October 11, 2004, the total financing secured by the 36 property portfolio (which includes the Mortgaged Property securing the 35 Waterview Boulevard Loan) was approximately $476,650,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Parsippany, NJ PROPERTY TYPE Office -- Suburban SIZE (SF) 172,313 OCCUPANCY AS OF AUGUST 1, 2004 88.3% YEAR BUILT/YEAR RENOVATED 1989/NA APPRAISED VALUE $25,500,000 PROPERTY MANAGEMENT* Various Sponsor Affiliates UW ECONOMIC OCCUPANCY 87.9% UW REVENUES $3,721,695 UW TOTAL EXPENSES $1,570,416 UW NET OPERATING INCOME (NOI) $2,151,279 UW NET CASH FLOW (NCF) $1,940,449 - -------------------------------------------------------------------------------- * The Gale Management Company, L.L.C., The Gale Construction Company, L.L.C., The Gale Construction Services Company, L.L.C., The Gale Real Estate Advisors Company, L.L.C., The Gale Investment Services Company, L.L.C. NOTES: S-178 TENANT SUMMARY NET % OF NET % OF RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------- Sun Chemical ................ NR/NR/NR 58,214 33.8% $ 22.93 $1,334,692 36.2% December 2019 Macro 4, Inc. ............... NR/NR/NR 25,290 14.7 $ 26.00 657,540 17.9 January 2008 Pace, Inc. .................. NR/NR/NR 24,899 14.4 $ 26.25 653,599 17.7 September 2008 R&J Integrated Marketing .... NR/NR/NR 11,691 6.8 $ 26.00 303,966 8.3 December 2006 Marsh USA ................... A2/NR/A+ 8,176 4.7 $ 24.25 198,268 5.4 April 2006 Non-major tenants ........... 23,853 13.8 $ 22.45 535,442 14.5 Vacant ...................... 20,190 11.7 0 0.0 ------ ----- ---------- ----- TOTAL ....................... 172,313 100.0% $3,683,507 100.0% ======= ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease S-179 Marina Corporate Center - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Artesia CUT-OFF DATE BALANCE $18,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Purchase SPONSOR Luke V. McCarthy and Michael W. Palmer TYPE OF SECURITY Fee MORTGAGE RATE 5.830% MATURITY DATE August 11, 2011 AMORTIZATION TYPE ARD INTEREST ONLY PERIOD 27 ORIGINAL TERM/AMORTIZATION 84/360 REMAINING TERM/AMORTIZATION 81/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes TI/LC $617,505 TENANT IMPROVEMENTS(1) $573,387 DEBT SERVICE(2) $300,000 SECOND DEBT SERVICE(3) $300,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT(4) $1,470 DEBT SERVICE(2) $19,023 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $18,500,000 CUT-OFF DATE BALANCE/SF $210 CUT-OFF DATE LTV 71.4% MATURITY DATE LTV 66.9% UW DSCR ON NCF 1.49x - -------------------------------------------------------------------------------- (1) Tenant Improvement Reserve for painting, carpeting, etc. scheduled for August 1, 2009 in the Edutrek lease. (2) Debt Service Reserve. The loan is structured with a pre-funded Debt Service Reserve in the amount of $300,000. During the 27-month IO period the borrower will make additional monthly deposits of $19,023 into this account until the balance in the account equals $800,000. Funds to be released upon: (i) the SEC investigation is fully resolved with no material adverse change in financial standing of Career Corp.; (ii) the borrower has S&P provide a new Private Credit Assessment of Career Corp., which would determine a credit equivalency of BBB or better; (iii) all class action lawsuits are resolved to Lender's satisfaction; (iv) tenant is fully accredited and may issue recognized degrees of higher education; (v) borrower shall have provided Lender with satisfactory documentation and evidence to determine whether the Debt Service Release Criteria have been fully satisfied; and (vi) borrower shall have paid all of Lender's out-of-pocket fees and expenses incurred in connection with Lender's review and determination of the matters referred to in these release provisions. (3) Reserve to be released on or after August 12, 2006 upon confirmation that: a) tenant is fully accredited; b) the SEC investigation is fully resolved with no material adverse change in financial standing of Career Corp.; c) resolution of all class action lawsuits against Career Corp.; and d) evidence of minimum market capitalization of Career Corp of $1.5 billion. (4) Capped at $35,286. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Los Angeles, CA PROPERTY TYPE Office -- Suburban SIZE (SF) 88,215 OCCUPANCY AS OF JULY 1, 2004 100.0% YEAR BUILT / YEAR RENOVATED 1985/1999 APPRAISED VALUE $25,900,000 PROPERTY MANAGEMENT Real Property Systems, Inc. UW ECONOMIC OCCUPANCY 90.0% UW REVENUES $3,071,948 UW TOTAL EXPENSES $1,104,622 UW NET OPERATING INCOME (NOI) $1,967,326 UW NET CASH FLOW (NCF) $1,949,683 - -------------------------------------------------------------------------------- S-180 TENANT SUMMARY NET % OF NET DATE OF RATINGS RENTABLE RENTABLE ACTUAL RENT % OF ACTUAL LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION - ----------------------------- ------------------- ----------- ---------- ------------- ------------- ------------- ----------- Edutrek International, Inc... NR/NR/NR 88,215 100.0% $ 30.24 $2,667,622 100.0% July 2015 Vacant ...................... 0 0.0 0 0.0 ------ ----- ---------- ----- TOTAL ....................... 88,215 100.0% $2,667,622 100.0% ====== ===== ========== ===== S-181 4 Sylvan Way - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $18,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR The Gale Company L.L.C. and SL Green Realty Corporation TYPE OF SECURITY Fee MORTGAGE RATE 6.260% MATURITY DATE August 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 120/300 REMAINING TERM/AMORTIZATION 117/300 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $2,190 TI/LC $13,142 ADDITIONAL FINANCING* Credit Facility $25,000,000 CUT-OFF DATE BALANCE $18,000,000 CUT-OFF DATE BALANCE/SF $171 CUT-OFF DATE LTV 80.0% MATURITY DATE LTV 64.8% UW DSCR ON NCF 1.24x - -------------------------------------------------------------------------------- * An affiliate of the borrowers has a revolving line of credit that is secured, in part, by an interest in the borrowers for purposes of funding tenant improvement and leasing commissions for a 36 property portfolio owned by the sponsors. This line of credit is also secured by the ownership interests in the property owners of the related portfolio properties and may be used to fund tenant improvement and leasing commission reserves related to properties not included in the Trust Fund. As of October 11, 2004, the total financing secured by the 36 property portfolio (which includes the Mortgaged Property securing the 4 Sylvan Way) was approximately $476,650,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Parsippany , NJ PROPERTY TYPE Office -- Suburban SIZE (SF) 105,135 OCCUPANCY AS OF JULY 27, 2004 100.0% YEAR BUILT/YEAR RENOVATED 1984/NA APPRAISED VALUE $22,500,000 PROPERTY MANAGEMENT* Various Sponsor Affiliates UW ECONOMIC OCCUPANCY 99.0% UW REVENUES $2,964,043 UW TOTAL EXPENSES $1,012,240 UW NET OPERATING INCOME (NOI) $1,951,803 UW NET CASH FLOW (NCF) $1,774,887 - -------------------------------------------------------------------------------- * The Gale Management Company, L.L.C., The Gale Construction Company, L.L.C., The Gale Construction Services Company, L.L.C., The Gale Real Estate Advisors Company, L.L.C., The Gale Investment Services Company, L.L.C. S-182 TENANT SUMMARY - -------------------------------------------------------------------------------------------------------------------- NET % OF NET % OF RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------- ------------------- ----------- ---------- ---------- ------------- ----------- -------------- Voicestream ......... Baa2/BBB+/A- 105,135 100.0% $ 18.85 $1,981,795 100.0% May 2014 Vacant .............. 0 0.0 0 0.0 ------- ----- ---------- ----- TOTAL ............... 105,135 100.0% $1,981,795 100.0% ======= ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-183 Mahopac Village Center - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $18,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR DLC Management Corporation and Delphi Commercial Properties, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.620% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/360 LOCKBOX Springing UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING/REPLACEMENT $180,938 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT* $2,225 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $18,000,000 CUT-OFF DATE BALANCE/SF $121 CUT-OFF DATE LTV 79.6% MATURITY DATE LTV 70.0% UW DSCR ON NCF 1.25x - -------------------------------------------------------------------------------- * Capped at $106,785. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Mahopac, NY PROPERTY TYPE Retail -- Anchored SIZE (SF) 148,287 OCCUPANCY AS OF OCTOBER 1, 2004 96.6% YEAR BUILT/YEAR RENOVATED 1970/1985 APPRAISED VALUE $22,600,000 PROPERTY MANAGEMENT DLC Management Corporation UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $2,481,326 UW TOTAL EXPENSES $803,588 UW NET OPERATING INCOME (NOI) $1,677,737 UW NET CASH FLOW (NCF) $1,552,045 - -------------------------------------------------------------------------------- S-184 TENANT SUMMARY - -------------------------------------------------------------------------------------------------------------------------- NET % OF NET % OF RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------- A&P Supermarket ........... Caa1/B/NR 61,356 41.4% $ 10.06 $ 617,250 33.8% January 2009 Rite-Aid .................. Caa1/B+/NR 9,875 6.7 $ 10.00 98,750 5.4 June 2006 Big `M' ................... NR/NR/NR 9,285 6.3 $ 13.25 123,026 6.7 September 2009 Sterling Cellars .......... NR/NR/NR 9,146 6.2 $ 11.97 109,513 6.0 April 2019 Feedbarn .................. NR/NR/NR 8,575 5.8 $ 13.50 115,764 6.3 January 2008 Non-major tenants ......... 45,050 30.4 $ 16.92 762,143 41.7 Vacant .................... 5,000 3.4 0 0.0 ------ ----- ---------- ----- TOTAL ..................... 148,287 100.0% $1,826,446 100.0% ======= ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-185 Town Center East Building 1 - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Artesia CUT-OFF DATE BALANCE $17,910,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR J. Brent McKinley TYPE OF SECURITY Fee MORTGAGE RATE 5.180% MATURITY DATE November 11, 2011 AMORTIZATION TYPE ARD INTEREST ONLY PERIOD None ORIGINAL TERM/AMORTIZATION 84/360 REMAINING TERM/AMORTIZATION 84/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes OCCUPANCY(1) $659,491 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $1,660 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $17,910,000 CUT-OFF DATE BALANCE/SF $180 CUT-OFF DATE LTV 74.6% MATURITY DATE LTV 66.3% UW DSCR ON NCF 1.45x - -------------------------------------------------------------------------------- (1) Funds to be released in monthly installments of $82,436 over the first 8 months of the loan term as rent concessions expire. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Tumwater, WA PROPERTY TYPE Office -- Suburban SIZE (SF) 99,621 OCCUPANCY AS OF SEPTEMBER 9, 2004 100.0% YEAR BUILT/YEAR RENOVATED 2004/NA APPRAISED VALUE $24,000,000 PROPERTY MANAGEMENT Transwestern Real Estate Services, Inc. UW ECONOMIC OCCUPANCY 98.0% UW REVENUES $2,140,305 UW TOTAL EXPENSES $340,672 UW NET OPERATING INCOME (NOI) $1,799,634 UW NET CASH FLOW (NCF) $1,708,730 - -------------------------------------------------------------------------------- S-186 - ------------------------------------------------------------------------------------------------------------------------------ TENANT SUMMARY - ------------------------------------------------------------------------------------------------------------------------------ NET % OF NET % OF RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------- ------------------- ----------- ---------- ---------- ------------- ----------- -------------- State of Washington Department of Health ......... Aa1/AA/NR 99,621 100.0% $ 12.38 $1,233,308 100.0% June 2015 Vacant ........................ 0 0.0 0 0.0 ------ ----- ---------- ----- TOTAL ......................... 99,621 100.0% $1,233,308 100.0% ====== ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-187 Plaza West - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $17,650,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Robert L. Cohen and Plaza West Limited Partnership TYPE OF SECURITY Fee MORTGAGE RATE 6.190% MATURITY DATE September 11, 2014 AMORTIZATION TYPE ARD INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/360 LOCKBOX Springing UP-FRONT RESERVES INSURANCE Yes OCCUPANCY(1) $500,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $1,317 TI/LC(2) $8,300 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $17,650,000 CUT-OFF DATE BALANCE/SF $178 CUT-OFF DATE LTV 74.5% MATURITY DATE LTV 64.9% UW DSCR ON NCF 1.33x - -------------------------------------------------------------------------------- (1) To be released when 2 additional leases are executed. (2) Capped at $300,000, the monthly payments begin upon the release of the up-front occupancy reserve or the conversion of the occupancy reserve to a TI/LC reserve. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Bethesda, MD PROPERTY TYPE Office -- CBD SIZE (SF) 98,988 OCCUPANCY AS OF SEPTEMBER 23, 2004 95.3% YEAR BUILT/YEAR RENOVATED 1965/2003 APPRAISED VALUE $23,700,000 PROPERTY MANAGEMENT CB Richard Ellis, Inc. UW ECONOMIC OCCUPANCY 92.5% UW REVENUES $2,960,094 UW TOTAL EXPENSES $1,051,576 UW NET OPERATING INCOME (NOI) $1,908,518 UW NET CASH FLOW (NCF) $1,724,005 - -------------------------------------------------------------------------------- S-188 ` - ------------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - ------------------------------------------------------------------------------------------------------------------------------- NET % OF NET % OF RATINGS RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- -------------- Long & Foster ................... NR/NR/NR 14,516 14.7% $ 31.26 $ 453,720 16.6% May 2013 Sucampo Pharmaceuticals ......... NR/NR/NR 11,166 11.3 $ 28.50 318,231 11.6 November 2009 Counter Technology Inc. ......... NR/NR/NR 8,762 8.9 $ 29.54 258,829 9.5 March 2010 Weichert Co. of MD .............. NR/NR/NR 6,972 7.0 $ 30.14 210,136 7.7 October 2005 CodeRyte Inc. ................... NR/NR/NR 6,964 7.0 $ 26.00 181,064 6.6 August 2009 Non-major tenants ............... 45,910 46.4 $ 28.62 1,313,949 48.0 Vacant .......................... 4,698 4.7 0 0.0 ------ ----- ----------- ----- TOTAL ........................... 98,988 100.0% $ 2,735,929 100.0% ====== ===== =========== ===== S-189 Cronacher Portfolio - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $17,253,375 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 2 LOAN PURPOSE Acquisition SPONSOR Roy W. Cronacher, Jr. and Barry L. Needler TYPE OF SECURITY Fee WA MORTGAGE RATE 5.924% MATURITY DATE October 11, 2014 and November 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION Various LOCKBOX None UP-FRONT RESERVES TI/LC $260,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Springing TI/LC* $2,333 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $17,253,375 CUT-OFF DATE BALANCE/SF $138 CUT-OFF DATE LTV 78.4% MATURITY DATE LTV 66.3% WA UW DSCR ON NCF 1.23x - -------------------------------------------------------------------------------- * Capped at $400,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 2 LOCATION Lufkin, TX and Augusta, GA PROPERTY TYPE Various SIZE (SF) 124,794 OCCUPANCY(1) 100.0% YEAR BUILT / YEAR RENOVATED 2004/NA APPRAISED VALUE $22,025,000 PROPERTY MANAGEMENT(2) Transwestern Property Company Southwest, L.P. dba Transwestern Commercial Services UW ECONOMIC OCCUPANCY 96.5% Shops at Lufkin and 95.0% Eckerd - Augusta, GA UW REVENUES $1,949,067 UW TOTAL EXPENSES $347,648 UW NET OPERATING INCOME (NOI) $1,601,419 UW NET CASH FLOW (NCF) $1,520,573 - -------------------------------------------------------------------------------- (1) Occupancy as of September 22, 2004, for the Eckerd - Augusta, GA Mortgaged Property and as of June 30, 2004, for the Shops at Lufkin Mortgaged Property. (2) For Shops at Lufkin. S-190 - ------------------------------------------------------------------------- CRONACHER PORTFOLIO - ------------------------------------------------------------------------- CUT-OFF CUT-OFF DATE PROPERTY NAME CITY STATE DATE BALANCE BALANCE PER SF - ----------------------- --------- ------- -------------- ---------------- Cronacher Portfolio Shops at Lufkin ...... Lufkin TX $ 14,056,000 $ 127 Eckerd - Augusta, GA.. Augusta GA 3,197,375 $ 231 ------------ $ 17,253,375 $ 138 ============ UNDERWRITTEN NET PROPERTY NAME YEAR BUILT NRA (SF) OCCUPANCY* CASH FLOW APPRAISED VALUE - ----------------------- ------------ ---------- ------------ ----------------- ---------------- Cronacher Portfolio Shops at Lufkin ...... 2004 110,981 100.0% $ 1,220,039 $ 17,825,000 Eckerd - Augusta, GA.. 2004 13,813 100.0% 300,534 4,200,000 ------- ----------- ------------ 124,794 $ 1,520,573 $ 22,025,000 ======= =========== ============ * Occupancy as of September 22, 2004, for the Eckerd - Augusta, GA Mortgaged Property and as of June 30, 2004, for the Shops at Lufkin Mortgaged Property. - ------------------------------------------------------------------------------------------------------------------------------ SHOPS AT LUFKIN TENANT SUMMARY - ------------------------------------------------------------------------------------------------------------------------------ NET % OF NET RATINGS* RENTABLE RENTABLE ACTUAL % OF DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION - ----------------------------- ------------------- ----------- ---------- ---------- ------------- ------------- -------------- Ross Dress for Less ......... NR/BBB/NR 30,187 27.2% $ 9.00 $ 271,683 25.5% December 2013 Best Buy .................... Baa3/BBB-/NR 19,840 17.9 $ 14.75 292,640 27.4 January 2015 Bed, Bath & Beyond .......... NR/BBB/NR 18,049 16.3 $ 8.25 148,904 14.0 December 2013 Old Navy .................... Ba1/BB+/BB+ 12,000 10.8 $ 15.25 183,000 17.2 June 2009 Shoe Carnival ............... NR/NR/NR 8,025 7.2 $ 10.50 84,263 7.9 February 2014 Non-major tenants ........... 4,480 4.0 $ 19.32 86,560 8.1 Vacant ...................... 18,400 16.6 0 0.0 ------ ----- ----------- ----- TOTAL ....................... 110,981 100.0% $ 1,067,050 100.0% ======= ===== =========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. - ----------------------------------------------------------------------------------------------------------------- ECKERD - AUGUSTA, GA TENANT SUMMARY - ----------------------------------------------------------------------------------------------------------------- NET % OF NET RATINGS* RENTABLE RENTABLE ACTUAL % OF DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION - ---------------- ------------------- ----------- ---------- ---------- ------------- ------------- -------------- Eckerd ......... B2/BB-/NR 13,813 100.0% $ 23.64 $ 326,585 100.0% June 2024 Vacant ......... 0 0.0 0 0.0 ------ ----- --------- ----- TOTAL .......... 13,813 100.0% $ 326,585 100.0% ====== ===== ========= ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-191 Ridge Plaza - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $16,982,566 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Kite Realty Group, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 5.150% MATURITY DATE October 11, 2009 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM/AMORTIZATION 60/360 REMAINING TERM/AMORTIZATION 59/359 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $958 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $16,982,566 CUT-OFF DATE BALANCE/SF $148 CUT-OFF DATE LTV 79.7% MATURITY DATE LTV 73.8% UW DSCR ON NCF 1.33x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Oak Ridge, NJ PROPERTY TYPE Retail -- Anchored SIZE (SF) 114,903 OCCUPANCY AS OF AUGUST 12, 2004 90.9% YEAR BUILT/YEAR RENOVATED 2002/NA APPRAISED VALUE $21,300,000 PROPERTY MANAGEMENT KRG Management, LLC UW ECONOMIC OCCUPANCY 90.9% UW REVENUES $2,319,036 UW TOTAL EXPENSES $802,825 UW NET OPERATING INCOME (NOI) $1,516,210 UW NET CASH FLOW (NCF) $1,480,829 - -------------------------------------------------------------------------------- S-192 - ------------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - ------------------------------------------------------------------------------------------------------------------------------- % OF NET % OF RATINGS* NET RENTABLE RENTABLE ACTUAL RENT ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION - --------------------------- ------------------- -------------- ---------- ------------- ------------- ---------- -------------- A&P Supermarket ........... Caa1/B/NR 58,732 51.1% $ 13.00 $ 763,516 45.9% July 2022 CVS ....................... A3/A-/NR 10,880 9.5 $ 20.50 223,040 13.4 December 2024 Blockbuster ............... A3/A-/A- 5,133 4.5 $ 20.00 102,660 6.2 March 2008 McDonalds ................. A2/A/A 3,382 2.9 $ 22.18 75,013 4.5 December 2022 Frank's Pizza ............. NR/NR/NR 3,282 2.9 $ 18.00 59,076 3.6 January 2013 Non-major tenants ......... 23,079 20.1 $ 19.02 439,020 26.4 Vacant .................... 10,415 9.1 0 0.0 ------ ----- ----------- ----- TOTAL ..................... 114,903 100.0% $ 1,662,325 100.0% ======= ===== =========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-193 Broadmoor Towne Center -- North - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $16,770,484 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Harlen J. Noddle, Kevin Kraft and Joseph Kirshenbaum TYPE OF SECURITY Leasehold MORTGAGE RATE 6.180% MATURITY DATE September 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/358 LOCKBOX None UP-FRONT RESERVES TAX Yes ENVIRONMENTAL(1) $171,250 ONGOING MONTHLY RESERVES TAX Yes REPLACEMENT $1,197 TI/LC(2) $6,000 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $16,770,484 CUT-OFF DATE BALANCE/SF $117 CUT-OFF DATE LTV 78.0% MATURITY DATE LTV 66.6% UW DSCR ON NCF 1.36x - -------------------------------------------------------------------------------- (1) A letter of Credit in an amount equal to 125% of the estimated costs to remediate the soil and groundwater contamination by a former dry cleaner was required to be posted at closing. (2) Capped at $288,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Colorado Springs, CO PROPERTY TYPE Retail -- Anchored SIZE (SF) 143,553 OCCUPANCY AS OF SEPTEMBER 23, 2004 100.0% YEAR BUILT/YEAR RENOVATED 2000/NA APPRAISED VALUE $21,500,000 PROPERTY MANAGEMENT Noddle Development Company UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $2,515,032 UW TOTAL EXPENSES $755,195 UW NET OPERATING INCOME (NOI) $1,759,837 UW NET CASH FLOW (NCF) $1,669,771 - -------------------------------------------------------------------------------- S-194 - ---------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - ---------------------------------------------------------------------------------------------------------------------------- NET % OF NET RATINGS* RENTABLE RENTABLE ACTUAL RENT % OF ACTUAL DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA PSF ACTUAL RENT RENT EXPIRATION - ------------------------ ------------------- ----------- ---------- ------------- ------------- ------------- -------------- Gordman's .............. NR/NR/NR 49,955 34.8% $ 10.00 $ 499,550 24.0% July 2014 24 Hour Fitness ........ NR/NR/NR 46,087 32.1 $ 9.25 426,305 20.5 March 2015 Office Depot ........... NR/BBB--/NR 14,756 10.3 $ 18.55 273,724 13.2 December 2019 Par Avion .............. NR/NR/NR 7,500 5.2 $ 25.00 187,500 9.0 November 2013 Panera Bread ........... NR/NR/NR 5,231 3.6 $ 25.00 130,775 6.3 January 2014 Non-major tenants ...... 20,024 13.9 $ 28.12 563,089 27.1 Vacant ................. 0 0.0 0 0.0 ------ ----- ---------- ----- TOTAL .................. 143,553 100.0% $2,080,943 100.0% ======= ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-195 Bay Vista Office Building - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Artesia CUT-OFF DATE BALANCE $16,385,865 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR James B. Potter and Joseph Yencich, Jr. TYPE OF SECURITY Fee MORTGAGE RATE 5.850% MATURITY DATE October 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD None ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 119/359 LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes EARNOUT(1) $300,000 OCCUPANCY(2) $18,106 TI/LC $500,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $2,169 TI/LC $4,919 ADDITIONAL FINANCING(3) Existing Unsecured Debt CUT-OFF DATE BALANCE $16,385,865 CUT-OFF DATE BALANCE/SF $139 CUT-OFF DATE LTV 68.6% MATURITY DATE LTV 57.9% UW DSCR ON NCF 1.39x - -------------------------------------------------------------------------------- (1) Funds to be released upon achievement of a minimum occupancy of 88% with tenants paying rent, receipt of signed estoppels and a minimum DSCR of 1.30x. (2) Held on the Satori Software space until the tenant takes occupancy on January 1, 2005. (3) Capped at $2,000,000 prior to November 1, 2004, and capped at $494,750 thereafter. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Seattle, WA PROPERTY TYPE Office - CBD SIZE (SF) 118,302 OCCUPANCY AS OF OCTOBER 1, 2004 81.2% YEAR BUILT/YEAR RENOVATED 1982/NA APPRAISED VALUE $23,900,000 PROPERTY MANAGEMENT Joseph Yencich, Jr., Inc. UW ECONOMIC OCCUPANCY 82.0% UW REVENUES $2,506,513 UW TOTAL EXPENSES $784,314 UW NET OPERATING INCOME (NOI) $1,722,199 UW NET CASH FLOW (NCF) $1,586,823 - -------------------------------------------------------------------------------- S-196 - ---------------------------------------------------------------------------------------------------------------------------- TENANT SUMMARY - ---------------------------------------------------------------------------------------------------------------------------- NET % OF NET RATINGS* RENTABLE RENTABLE ACTUAL % OF DATE OF LEASE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT ACTUAL RENT EXPIRATION - --------------------------- ------------------- ----------- ---------- ---------- ------------- ------------- -------------- Welfare & Pension ......... NR/NR/NR 29,168 24.7% $ 22.52 $ 656,954 32.8% October 2007 Princess Cruises .......... A3/A-/A- 26,089 22.1 $ 21.23 553,914 27.6 April 2007 Satori Software ........... NR/NR/NR 9,850 8.3 $ 14.75 145,309 7.2 April 2008 Inspiration Media ......... NR/NR/NR 7,363 6.2 $ 26.20 192,893 9.6 January 2005 NeonGecko ................. NR/NR/NR 6,520 5.5 $ 15.86 103,406 5.2 August 2006 Non-Major Tenants ......... 17,081 14.4 $ 20.67 353,097 17.6 Vacant .................... 22,231 18.8 0 0.0 ------ ----- ---------- ----- TOTAL ..................... 118,302 100.0% $2,005,573 100.0% ======= ===== ========== ===== * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-197 THE MORTGAGE LOAN SELLERS The Depositor will acquire the Mortgage Loans from the Mortgage Loan Sellers on or prior to the Closing Date pursuant to separate mortgage loan purchase agreements (each, a "Mortgage Loan Purchase Agreement" and together, the "Mortgage Loan Purchase Agreements"). The Mortgage Loan Sellers originated the Mortgage Loans as described above under "--Mortgage Loan History". Sixty-two (62) of the Mortgage Loans (the "Wachovia Mortgage Loans"), representing 83.8% of the Cut-Off Date Pool Balance (47 Mortgage Loans in Loan Group 1 or 81.9% of the Cut-Off Date Group 1 Balance and 15 Mortgage Loans in Loan Group 2 or 95.2% of the Cut-Off Date Group 2 Balance), were originated by Wachovia Bank, National Association ("Wachovia"). Wachovia is a national banking association whose principal offices are located in Charlotte, North Carolina. Wachovia's business is subject to examination and regulation by federal banking authorities and its primary federal bank regulatory authority is the Office of the Comptroller of the Currency. Wachovia is a wholly-owned subsidiary of Wachovia Corporation, which, as of June 30, 2004, had total assets of $418 billion. Wachovia is acting as the Master Servicer and one of the Special Servicers. Wachovia Capital Markets, LLC is acting as an Underwriter for this transaction and is an affiliate of Wachovia. Twenty-six (26) of the Mortgage Loans (the "Artesia Mortgage Loans"), representing 16.2% of the Cut-Off Date Pool Balance (24 Mortgage Loans in Loan Group 1 or 18.1% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 4.8% of the Cut-Off Date Group 2 Balance), were originated by Artesia Mortgage Capital Corporation ("Artesia"). Artesia is a Delaware corporation engaged in the business of originating and securitizing US commercial mortgage loans. Its principal offices are located in the Seattle suburb of Issaquah, Washington. Artesia is a wholly-owned subsidiary of Dexia Bank which is rated "AA+" by Fitch, "AA" by S&P and "Aa2" by Moody's. Dexia Bank is part of Dexia Group, a diversified financial services firm located in Brussels, Belgium with a balance sheet of 350 billion EUR ($441 billion) and a stock market capitalization of approximately 16 billion EUR ($20 billion) as of December 2003. Wachovia has no obligation to repurchase or substitute any of the Artesia Mortgage Loans and Artesia has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans. All information concerning the Wachovia Mortgage Loans contained herein or used in the preparation of this prospectus supplement is as underwritten by Wachovia. All information concerning the Artesia Mortgage Loans contained herein or used in the preparation of this prospectus supplement is as underwritten by Artesia Mortgage Capital Corporation. UNDERWRITING STANDARDS General. Each Mortgage Loan Seller's commercial real estate finance or commercial mortgage banking group has the authority, with the approval from the appropriate credit committee, to originate fixed-rate, first lien mortgage loans for securitization. Each Mortgage Loan Seller's commercial real estate finance or commercial mortgage banking operation is staffed by real estate professionals. Each Mortgage Loan Seller's loan underwriting group is an integral component of the commercial real estate finance or commercial mortgage banking group which also includes groups responsible for loan origination and closing mortgage loans. Upon receipt of a loan application, the respective Mortgage Loan Seller'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, each Mortgage Loan Seller 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 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. Each Mortgage Loan Seller typically 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 S-198 not required to be structured to limit the possibility of becoming insolvent or bankrupt. The collateral analysis typically includes an analysis of the historical property operating statements, rent rolls, operating budgets, a projection of future performance, if applicable, and a review of tenant leases. Each Mortgage Loan Seller generally requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a staff member of the applicable Mortgage Loan Seller or a third-party consultant for compliance with program standards. Generally, the results of these reviews are incorporated into the underwriting report. In some instances, one or more provisions of the guidelines were waived or modified by the related Mortgage Loan Seller where it was determined not to adversely affect the Mortgage Loans originated by it in any material respect. Loan Approval. Prior to commitment, all Mortgage Loans must be approved by the applicable Mortgage Loan Seller's credit committee in accordance with its credit policies. Debt Service Coverage Ratio and LTV Ratio. Each Mortgage Loan Seller's underwriting standards generally mandate minimum debt service coverage ratios and maximum loan-to-value ratios. The debt service coverage ratio guidelines are generally calculated based on net cash flow at the time of origination. In addition, each Mortgage Loan Seller's underwriting guidelines generally permit a maximum amortization period of 30 years. However, notwithstanding such guidelines, in certain circumstances the actual debt service coverage ratios, loan-to-value ratios and amortization periods for the Mortgage Loans originated by such Mortgage Loan Seller may vary from these guidelines. Escrow Requirements. Generally, each Mortgage Loan Seller 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 each Mortgage Loan Seller are as follows: o Taxes--Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the Mortgage Loan Seller with sufficient funds to satisfy all taxes and assessments. Each Mortgage Loan Seller may waive this escrow requirement under certain circumstances. o Insurance--If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the Mortgage Loan Seller with sufficient funds to pay all insurance premiums. Each Mortgage Loan Seller may waive this escrow requirement under certain circumstances. o Replacement Reserves--Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. o Completion Repair/Environmental Remediation--Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable Mortgage Loan, the Mortgage Loan Seller generally requires that at least 110% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable Mortgage Loan. o 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. ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS On the Closing Date, the Depositor will transfer the Mortgage Loans (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan), without recourse, to the Trustee for the benefit of the Certificateholders. In connection with such transfer, the Depositor will require each Mortgage Loan Seller to deliver to the Trustee or to a document custodian S-199 appointed by the Trustee (a "Custodian"), among other things, the following documents with respect to each Mortgage Loan (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) originated by the applicable Mortgage Loan Seller (the "Mortgage File"): (i) the original Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the Trustee or in blank (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note); (ii) the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder's office; (iii) the original or a copy of any related assignment of leases and of any intervening assignments thereof (if such item is a document separate from the Mortgage), in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder's office; (iv) an original assignment of the Mortgage in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (vi) the original assignment of all unrecorded documents relating to the Mortgage Loan, if not already assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all modification, consolidation, assumption and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated; (viii) the original or a copy of the policy or certificate of lender's title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (ix) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller; (x) an original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction; (xi) the original or copy of any ground lease, ground lessor estoppel, environmental insurance policy or guaranty relating to such Mortgage Loan; (xii) any intercreditor agreement relating to permitted debt (including mezzanine debt) of the mortgagor; (xiii) copies of any loan agreement, escrow agreement, or security agreement relating to such Mortgage Loan; and (xiv) a copy of any letter of credit and related transfer documents related to such Mortgage Loan. As provided in the Pooling and Servicing Agreement, the Trustee or a Custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the documents described in the preceding paragraph is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable Mortgage Loan, the interest of the trust or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording office) within a period of 90 days following such Mortgage Loan Seller's receipt of notice thereof, will be obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which will be assigned by the Depositor to the Trustee) to (1) repurchase the affected Mortgage Loan (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) within such 90-day period at a price (the "Purchase Price") generally equal to the sum of (i) the unpaid principal balance of such Mortgage Loan (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan), (ii) the unpaid accrued interest on such Mortgage Loan (including the 175 West Jackson Subordinate Companion Loan or the 180 Maiden Lane Trust Subordinate Companion Loan), (calculated at the applicable Mortgage Rate) to but not including the Due Date in the Collection Period in which the purchase is to occur and (iii) certain Additional Trust Fund Expenses in respect of such Mortgage Loan, including but not limited to, servicing expenses that are reimbursable to the Master Servicer, the Special Servicer or the Trustee plus any interest thereon and on any related P&I Advances or (2) other than with S-200 respect to the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan, substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the Master Servicer for deposit into the Certificate Account a shortfall amount equal to the difference between the Purchase Price of the deleted Mortgage Loan calculated as of the date of substitution and the Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the date of substitution (the "Substitution Shortfall Amount"); provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller will generally have an additional 90-day period to deliver the document or cure the defect, as the case may be, if it is diligently proceeding to effect such delivery or cure and provided further, no such document omission or defect (other than with respect to the Mortgage Note, the Mortgage, the title insurance policy, the ground lease or any letter of credit) will be considered to materially and adversely affect the interests of the Certificateholders in, or the value of, the affected Mortgage Loans unless the document with respect to which the document omission or defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. The foregoing repurchase or substitution obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured failure to deliver, or any uncured defect in, a constituent Mortgage Loan document. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor. The Pooling and Servicing Agreement requires the Trustee promptly to cause each of the assignments described in clauses (iv), (v) and (x) of the third preceding paragraph to be submitted for recording or filing, as applicable, in the appropriate public records. See "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Assignment of Mortgage Assets; Repurchases" in the prospectus. A "Qualified Substitute Mortgage Loan" is a mortgage loan which must, on the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) 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; (vi) 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 then current loan-to-value ratio of the deleted Mortgage Loan; (vii) comply as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report with respect to the related Mortgaged Property which will be delivered as a part of the related servicing file; (ix) have an original debt service coverage ratio not less than the original debt service coverage ratio of the deleted Mortgage Loan; (x) be determined by an opinion of counsel to be a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two years prior to the Rated Final Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless the Trustee has received prior confirmation in writing by each Rating Agency that such substitution will not result in the withdrawal, downgrade or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency (the cost, if any, of obtaining such confirmation to be paid by the applicable Mortgage Loan Seller); (xiii) have a date of origination that is not more than 12 months prior to the date of substitution; (xiv) have been approved by the Controlling Class Representative, which approval may not be unreasonably withheld or delayed; (xv) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of any of the REMICs or the imposition of tax on any of the REMICs other than a tax on income expressly permitted or contemplated to be received by the terms of the Pooling and Servicing Agreement; and (xvi) become a part of the same Loan Group as the deleted S-201 Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more deleted Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate principal balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual Mortgage Loan shall have a Mortgage Rate, net of the related Administrative Cost Rate, that is less than the highest Pass-Through Rate of any Class of Sequential Pay Certificates then outstanding bearing a fixed rate. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller will be required to certify that such Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee. Notwithstanding the foregoing, no substitutions will be permitted for the 175 West Jackson Loan or the 180 Maiden Lane Loan or any related Companion Loan included in the Trust Fund. REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS In each Mortgage Loan Purchase Agreement, the applicable Mortgage Loan Seller has represented and warranted with respect to each Mortgage Loan (subject to certain exceptions specified in each Mortgage Loan Purchase Agreement), as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally that: (i) the information set forth in the schedule of Mortgage Loans attached to the applicable Mortgage Loan Purchase Agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) was true and correct in all material respects as of the Cut-Off Date; (ii) as of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; (iii) immediately prior to the sale, transfer and assignment to the Depositor, the applicable Mortgage Loan Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and is transferring the Mortgage Loan free and clear of any and all liens, pledges, charges, security interests or any other ownership interests of any nature encumbering such Mortgage Loan; (iv) the proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder by the mortgagee; (v) each related Mortgage Note, Mortgage, assignment of leases, if any, and other agreements executed in connection with such Mortgage Loan is the legal, valid and binding obligation of the related mortgagor (subject to any nonrecourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provision renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby, and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (vi) as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there was no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges; S-202 (vii) each related assignment of Mortgage and assignment of assignment of leases from the applicable Mortgage Loan Seller to the Trustee constitutes the legal, valid and binding first priority assignment from such Mortgage Loan Seller (subject to the customary limitations set forth in (v) above); (viii) the related Mortgage is a valid and enforceable first lien on the related Mortgaged Property except for the exceptions set forth in paragraph (v) above and (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the related title insurance policy or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) 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 (f) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property; (ix) all real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-Off Date have become delinquent in respect of the related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established; (x) as of the Cut-Off Date, and to the applicable Mortgage Loan Seller's actual knowledge based solely upon due diligence customarily performed with the origination of comparable mortgage loans by the Mortgage Loan Seller, each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would materially and adversely affect the value of such Mortgaged Property as security for the Mortgage Loan and to the applicable Mortgage Loan Seller's actual knowledge as of the Cut-Off Date there was no proceeding pending for the total or partial condemnation of such Mortgaged Property; (xi) as of the date of its origination, all insurance coverage required under each related Mortgage, 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, and with respect to a fire and extended perils insurance policy, was in an amount (subject to a customary deductible) at least equal to the lesser of (a) the replacement cost of improvements located on such Mortgaged Property, or (b) the initial principal balance of the Mortgage Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions, and was in full force and effect with respect to each related Mortgaged Property; (xii) as of the Closing Date, each Mortgage Loan was 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 Scheduled Payment; and S-203 (xiii) one or more environmental site assessments or updates thereof were performed by an environmental consulting firm independent of the applicable Mortgage Loan Seller and the applicable Mortgage Loan Seller's affiliates with respect to each related Mortgaged Property during the 18-month period preceding the origination of the related Mortgage Loan, and the applicable Mortgage Loan Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s). In the case of a breach of any of the representations and warranties in any Mortgage Loan Purchase Agreement that materially and adversely affects the value of a Mortgage Loan, the interests of the trust therein or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not cure such breach within a period of 90 days following its receipt of notice thereof, is obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which have been assigned by the Depositor to the Trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount (other than with respect to the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) or to repurchase the affected Mortgage Loan within such 90-day period at the applicable Purchase Price; provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller generally has an additional 90-day period to cure such breach if it is diligently proceeding with such cure. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor. The foregoing substitution or repurchase obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured breach of any Mortgage Loan Seller's representations and warranties regarding its Mortgage Loans. There can be no assurance that the applicable Mortgage Loan Seller will have the financial resources to repurchase any Mortgage Loan at any particular time. Each Mortgage Loan Seller is the sole warranting party in respect of the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor, and none of the Depositor nor any of such party's affiliates (except with respect to Wachovia Bank, National Association in its capacity as a Mortgage Loan Seller) will be obligated to substitute or repurchase any such affected Mortgage Loan in connection with a breach of a Mortgage Loan Seller's representations and warranties if such Mortgage Loan Seller defaults on its obligation to do so. REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above in "--Assignment of the Mortgage Loans; Repurchases and Substitutions" or "--Representations and Warranties; Repurchases and Substitutions", (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan" and, collectively, a "Crossed Group"), and (iii) the applicable document omission or defect (a "Defect") or breach of a representation and warranty (a "Breach") does not constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Loan(s) in the related Crossed Group as provided above in "--Assignment of the Mortgage Loans; Repurchases and Substitutions" or "--Representations and Warranties; Repurchases and Substitutions" unless: (i) the debt service coverage ratio for all of the remaining Crossed Loans for the four calendar quarters immediately preceding the repurchase or substitution is not less than the debt service coverage ratio for all such related Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding the repurchase or substitution, (ii) the loan-to-value ratio for any of the remaining related Crossed Loans, determined at the time of repurchase or substitution, is not greater than the loan-to-value ratio for all such related Crossed Loans, including the affected Crossed Loan, determined at the time of repurchase or substitution, and (iii) the Trustee receives an opinion of counsel to the effect that such S-204 repurchase or substitution is permitted by the REMIC provisions. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. To the extent that the related Mortgage Loan Seller repurchases or substitutes for an affected Crossed Loan as described in the immediately preceding paragraph while the Trustee continues to hold any related Crossed Loans, the related Mortgage Loan Seller and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies against the other's Primary Collateral (as defined below), but each is permitted to exercise remedies against the Primary Collateral securing its respective affected Crossed Loans, including, with respect to the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with the Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. "Primary Collateral" means the Mortgaged Property directly securing a Crossed Loan and excluding any property as to which the related lien may only be foreclosed upon by virtue of the cross collateralization features of such loans. CHANGES IN MORTGAGE POOL CHARACTERISTICS The descriptions in this prospectus supplement of the Mortgage Loans and the Mortgaged Properties are based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-Off Date will be made and (ii) there will be no principal prepayments on or before the Cut-Off Date. Prior to the issuance of the Certificates, Mortgage Loans may be removed from the Mortgage Pool as a result of prepayments, delinquencies, incomplete documentation or otherwise, if the Depositor or the applicable Mortgage Loan Seller deems such removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Certificates, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool 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 Mortgage Pool 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 fifteen days after the initial issuance of the Offered Certificates. S-205 SERVICING OF THE MORTGAGE LOANS GENERAL The Master Servicer and the Special Servicer, either directly or through sub-servicers, are required to service and administer the Mortgage Loans for the benefit of the Certificateholders, and the Companion Loans for the holder of such Companion Loans, in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the terms of the related Intercreditor Agreement, if applicable, and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, to the extent consistent with the foregoing, (a) in 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, generally services and administers similar mortgage loans with similar borrowers (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own loans, or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to the maximization of the recovery on such Mortgage Loans on a net present value basis and the best interests of the Certificateholders and the trust or, if a Co-Lender Loan and its related Companion Loan(s) (a "Loan Pair") are involved, with a view towards the maximization of recovery on such Loan Pair to the Certificateholders, the holder of the related Companion Loan and the Trust Fund (as a collective whole, taking into account that the Subordinate Companion Loans are subordinate to the related Mortgage Loans and that the Pari Passu Companion Loans are pari passu in right of entitlement to payment to the related Mortgage Loan, to the extent set forth in the related Intercreditor Agreement), and (c) without regard to (i) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any affiliate thereof, may have with the related borrower, the Mortgage Loan Sellers or any other party to the Pooling and Servicing Agreement or any affiliate thereof; (ii) the ownership of any Certificate or Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or by any affiliate thereof; (iii) the right of the Master Servicer or the Special Servicer, as the case may be, to receive compensation or other fees for its services rendered pursuant to the Pooling and Servicing Agreement; (iv) the obligation of the Master Servicer to make Advances (as defined in this prospectus supplement); (v) the ownership, servicing or management by the Master Servicer or the Special Servicer or any affiliate thereof for others of any other mortgage loans or real property; (vi) any obligation of the Master Servicer, or any affiliate thereof, to repurchase or substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation of the Master Servicer or any affiliate thereof to cure a breach of a representation and warranty with respect to a Mortgage Loan; and (viii) any debt the Master Servicer or Special Servicer or any affiliate of either has extended to any obligor or any affiliate thereof on a Mortgage Note (the foregoing referred to as the "Servicing Standard"). Generally, for purposes of the servicing provisions described in this section, the term Mortgage Loan includes the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan. The Master Servicer and the Special Servicer may appoint sub-servicers with respect to the Mortgage Loans and Companion Loans; provided that the Master Servicer and the Special Servicer will remain obligated under the Pooling and Servicing Agreement for the servicing of the Mortgage Loans. Gramercy Warehouse Funding I LLC will be appointed as a sub-servicer for the Special Servicer with respect to the 180 Maiden Lane Whole Loan on or before the Closing Date. See "RISK FACTORS--Potential Conflicts of Interest" in this prospectus supplement. The trust will not be responsible for any fees owed to any sub-servicer retained by the Master Servicer or the Special Servicer. Each sub-servicer retained thereby will be reimbursed by the Master Servicer or the Special Servicer, as the case may be, for certain expenditures which it makes, generally to the same extent the Master Servicer or the Special Servicer would be reimbursed under the Pooling and Servicing Agreement. Set forth below, following the subsection captioned "--The Master Servicer and the Special Servicer," is a description of certain pertinent provisions of the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans and the Companion Loans. Reference is also made to the prospectus, in particular to the section captioned "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS", for important information in addition to that set forth in this prospectus supplement regarding the terms and conditions of the Pooling and Servicing Agreement as they relate to the rights and obligations of the Master Servicer and the Special Servicer thereunder. The Special Servicer S-206 generally has all of the rights to indemnity and reimbursement, and limitations on liability, that the Master Servicer is described as having in the accompanying prospectus and certain additional rights to indemnity as provided in the Pooling and Servicing Agreement relating to actions taken at the direction of the Controlling Class Representative (and, in certain circumstances, the holder of a Subordinate Companion Loan), and the Special Servicer rather than the Master Servicer will perform the servicing duties described in the prospectus with respect to Specially Serviced Mortgage Loans and REO Properties (each as described in this prospectus supplement). In addition to the circumstances for resignation of the Master Servicer set forth in the accompanying prospectus, the Master Servicer and the Special Servicer each has the right to resign at any other time, provided that (i) a willing successor thereto has been found, (ii) each of the Rating Agencies confirms in writing that the successor's appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any class of Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. See "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certain Matters Regarding the Master Servicer and the Depositor" in the accompanying prospectus. THE MASTER SERVICER AND THE SPECIAL SERVICER Wachovia Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement (in such capacity, the "Master Servicer"), will be responsible for servicing the Mortgage Loans (other than Specially Serviced Mortgage Loans and the REO Properties). Although the Master Servicer will be authorized to employ agents, including sub-servicers, to directly service the Mortgage Loans for which it will be responsible, the Master Servicer will remain liable for its servicing obligations under the Pooling and Servicing Agreement. Wachovia Bank, National Association is a wholly owned subsidiary of Wachovia Corporation, our affiliate, one of the Mortgage Loan Sellers, one of the Special Servicers and an affiliate of one of the Underwriters. It is anticipated that Wachovia Bank, National Association or one of its affiliates will be the initial holder of the Class 175WJ and the Class 180ML Certificates. In addition, it is anticipated that Wachovia Bank, National Association or one of its affiliates will be the holder of the 175 West Jackson Pari Passu Loan and the 180 Maiden Lane Pari Passu Loan. With respect to 1 Mortgage Loan (loan number 82), representing 0.2% of the Cut-Off Date Pool Balance (1.2% of the Cut-Off Date Group 2 Balance), the related Mortgaged Property is master leased to an entity that is 99% owned by an affiliate of Wachovia Bank, National Association. Wachovia Bank, National Association's principal servicing offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262. As of September 30, 2004, Wachovia Bank, National Association and its affiliates were responsible for master or primary servicing approximately 15,087 commercial and multifamily loans, totaling approximately $136 billion in aggregate outstanding principal amounts, including loans securitized in mortgage-backed securitization transactions. The information set forth in this prospectus supplement concerning Wachovia Bank, National Association has been provided by Wachovia Bank, National Association, and neither the Depositor nor the Underwriters make any representation or warranty as to the accuracy or completeness of such information. Wachovia Bank, National Association (apart from its obligations as a Mortgage Loan Seller and except for the information in the first three paragraphs under this heading) will make 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. Initially, the "Special Servicer" will be (i) Clarion Partners, LLC, a New York limited liability company ("Clarion"), with respect to the Mortgage Loans other than the 180 Maiden Lane Whole Loan, and (ii) Wachovia Bank, National Association with respect to the 180 Maiden Lane Whole Loan. References to the Special Servicer herein are references to the Special Servicer for an applicable Mortgage Loan as the context requires. The Special Servicer will be responsible for servicing the Specially Serviced Mortgage Loans and REO Properties. The principal servicing offices of Clarion are located at 230 Park Avenue, 12th Floor, New York, New York 10169, and its telephone number is (212) 883-2500. As of October 15, 2004, Clarion is projected to S-207 be actively servicing, as special servicer, 5 commercial and multifamily loans and REO properties with a principal balance of approximately $150 million and named as special servicer on 13 commercial mortgage-backed securitization transactions totaling approximately $13 billion in aggregate outstanding principal amount representing approximately 1,210 assets. Wachovia Bank, National Association is a wholly owned subsidiary of Wachovia Corporation, our affiliate, one of the Mortgage Loan Sellers, the Master Servicer and an affiliate of one of the Underwriters. It is anticipated that Wachovia Bank, National Association or one of its affiliates will be the initial holder of the Class 180ML Certificates. In addition, it is anticipated that Wachovia Bank, National Association or one of its affiliates will be the holder of the 180 Maiden Lane Pari Passu Loan. Wachovia Bank, National Association's principal special servicing offices are located at 301 South College Street, TW-16, Charlotte, North Carolina 28288. As of June 30, 2004, Wachovia Bank, National Association served as the special servicer on 28 mortgage-backed securitization transactions encompassing 266 commercial and multifamily mortgage loans with an aggregate principal balance of approximately $10.4 billion. It is anticipated that Gramercy Warehouse Funding I LLC will be appointed by the Special Servicer as a sub-servicer with respect to the 180 Maiden Lane Whole Loan. Affiliates of Gramercy Warehouse Funding I LLC own the 180 Maiden Lane Non-Trust Subordinate Companion Loan. See "RISK FACTORS--Potential Conflicts of Interests" above. Each Special Servicer and their affiliates own and are in the business of acquiring assets similar in type to the assets of the Trust Fund. Accordingly, the assets of each Special Servicer and their affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the Mortgaged Properties for tenants, purchasers, financing and so forth. The information set forth herein regarding Clarion has been provided by Clarion, and neither the Depositor nor any Underwriter makes any representation or warranty as to the accuracy or completeness of such information. With respect to the Mortgage Loans, the Pooling and Servicing Agreement permits the holder (or holders) of the majority of the Voting Rights allocated to the Controlling Class to replace the Special Servicer and to select a representative (the "Controlling Class Representative") who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer under certain circumstances; provided, however, the holders of the Companion Loans may have the ability to exercise some or all the rights of the Controlling Class and the Controlling Class Representative as well as certain additional rights as more fully described in "--The Controlling Class Representative" below. The Controlling Class Representative is selected by holders of Certificates representing more than 50% of the Certificate Balance of the Controlling Class. See "--The Controlling Class Representative" in this prospectus supplement. Such holder (or holders) will be required to pay all out-of-pocket costs related to the transfer of servicing if the Special Servicer is replaced other than due to an event of default, including without limitation, any costs relating to Rating Agency confirmation and legal fees associated with the transfer. The "Controlling Class" is the Class of Sequential Pay Certificates, (i) which bears the latest alphabetical Class designation and (ii) the Certificate Balance of which is greater than 25% of its original Certificate Balance; provided, however, that if no Class of Sequential Pay Certificates satisfies clause (ii) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest alphabetical Class designation. The Class A-1, Class A-2, Class A-3 and Class A-4 Certificates will be treated as one Class for determining the Controlling Class. The Pooling and Servicing Agreement permits, so long as an 175 West Jackson Control Appraisal Period has not occurred and is continuing, the holder (or holders) of the majority of the Voting Rights allocated to the Class 175WJ Certificates to replace the Special Servicer with respect to the 175 West Jackson Whole Loan and to select a representative (the "175 West Jackson Representative") who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer with respect to the 175 West Jackson Whole Loan under certain circumstances. See "--The Controlling Class Representative" in this prospectus supplement. Such holder (or holders) would be required to pay all out of pocket costs related to the transfer of servicing if the Special Servicer were replaced other than due to an Event of Default, including without limitation, any costs relating to Rating Agency confirmation and legal fees associated with the transfer. See "DESCRIPTION OF THE CERTIFICATES--Voting Rights" in this prospectus supplement and the accompanying prospectus. S-208 The Special Servicer is responsible for servicing and administering any Mortgage Loan or Companion Loan as to which (a) the related mortgagor has (i) failed to make when due any Balloon Payment unless the Master Servicer has, on or prior to the due date of such Balloon Payment, received written evidence from an institutional lender of such lender's binding commitment to refinance such Mortgage Loan or Companion Loan within 120 days after the due date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, a Servicing Transfer Event will be deemed to have occurred), or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied for 60 days; (b) the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) has determined, in its good faith reasonable judgment and in accordance with the Servicing Standard, based on communications with the related mortgagor, that a default in making a Periodic Payment (including a Balloon Payment) is likely to occur and is likely to remain unremedied for at least 60 days; (c) there shall have occurred a default (other than as described in clause (a) above and, in certain circumstances, the failure to maintain insurance for terrorist or similar attacks or for other risks required by the mortgage loan documents to be insured against pursuant to the terms of the Pooling and Servicing Agreement) that the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) shall have determined, in its good faith and reasonable judgment and in accordance with the Servicing Standard, materially impairs the value of the Mortgaged Property as security for the Mortgage Loan and, if applicable, Companion Loan or otherwise materially adversely affects the interests of Certificateholders and that continues unremedied beyond the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days and provided that a default that gives rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero); (d) a decree or order under any bankruptcy, insolvency or similar law shall have been entered against the related borrower and such decree or order shall have remained in force, undischarged, undismissed or unstayed for a period of 60 days; (e) the related borrower shall consent to the appointment of a conservator or receiver or liquidator in any insolvency or similar proceedings of or relating to such related borrower or of or relating to all or substantially all of its property; (f) the related borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (g) the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property (each event described in clauses (a) through (g) above, a "Servicing Transfer Event"). In general, as long as a Co-Lender Loan is owned by the trust, each related Companion Loan will be serviced and administered under the Pooling and Servicing Agreement as if it were a Mortgage Loan and the holder of the related promissory note were a Certificateholder. If a Companion Loan becomes specially serviced, then the Co-Lender Loan will become a Specially Serviced Mortgage Loan. If a Co-Lender Loan becomes a Specially Serviced Mortgage Loan, then the related Companion Loan will become a Specially Serviced Mortgage Loan. If any amounts due under a Co-Lender Loan or the related Subordinate Companion Loans are accelerated after an event of default under the applicable Mortgage Loan documents, the holder of the related Subordinate Companion Loan will be entitled to purchase the related Mortgage Loan at the price described under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement. If a Servicing Transfer Event occurs with respect to any Mortgage Loan or a related Companion Loan, the Master Servicer is in general required to transfer its servicing responsibilities with respect to such Mortgage Loan (including the 175 West Jackson Whole Loan and the 180 Maiden Lane Whole Loan) and Companion Loan to the Special Servicer. Notwithstanding such transfer, the Master Servicer will continue to receive payments on such Mortgage Loan and/or Companion Loan (including amounts collected by the Special Servicer), to make certain calculations with respect to such Mortgage Loan and Companion Loan, and to make remittances (including, if necessary, P&I Advances) and prepare certain reports to the Trustee with respect to such Mortgage Loan (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan). If title to the related S-209 Mortgaged Property is acquired by the Trust Fund (upon acquisition, an "REO Property"), whether through foreclosure, deed in lieu of foreclosure or otherwise, the Special Servicer will continue to be responsible for the management thereof. Mortgage Loans (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) and Companion Loans serviced by the Special Servicer are referred to in this prospectus supplement as "Specially Serviced Mortgage Loans" and, together with any REO Properties, constitute "Specially Serviced Trust Fund Assets". The Master Servicer has no responsibility for the Special Servicer's performance of its duties under the Pooling and Servicing Agreement. A Mortgage Loan or Companion Loan will cease to be a Specially Serviced Mortgage Loan (and will become a "Corrected Mortgage Loan" as to which the Master Servicer will re-assume servicing responsibilities): (a) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event, when the related borrower has made three consecutive full and timely Periodic Payments under the terms of such Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer); (b) with respect to any of the circumstances described in clauses (b), (d), (e) and (f) of the definition of Servicing Transfer Event, when such circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (d), (e) and (f) no later than the entry of an order or decree dismissing such proceeding; (c) with respect to the circumstances described in clause (c) of the definition of Servicing Transfer Event, when such default is cured; and (d) with respect to the circumstances described in clause (g) of the definition of Servicing Transfer Event, when such proceedings are terminated; so long as at that time no other Servicing Transfer Event then exists and provided no additional default is foreseeable in the reasonable good faith judgment of the Special Servicer. SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES The principal compensation to be paid to the Master Servicer in respect of its servicing activities is the Master Servicing Fee. The "Master Servicing Fee" is payable monthly on a loan-by-loan basis from amounts received in respect of interest on each Mortgage Loan (including the 175 West Jackson Subordinate Loan and the 180 Maiden Lane Subordinate Loan) and each Specially Serviced Mortgage Loan, and from REO Revenue with respect to each REO Mortgage Loan), is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at the related Master Servicing Fee Rate and is computed on the basis of the same principal amount respecting which any related interest payment due on the Mortgage Loan is computed. The "Master Servicing Fee Rate" is a per annum rate ranging from 0.0400% to 0.1100%. As of the Cut-Off Date the weighted average Master Servicing Fee Rate will be approximately 0.0402% per annum. The Master Servicer will not be entitled to receive a separate fee with respect to a Companion Loan (except as set forth above with respect to the 175 West Jackson Companion Loans and the 180 Maiden Lane Companion Loans) unless such fee is expressly set forth in the related Intercreditor Agreement. Otherwise, all references in this Section to "Mortgage Loans" will include the Companion Loans unless otherwise specified. If a borrower prepays a Mortgage Loan on a date that is prior to its Due Date in any Collection Period, the amount of interest (net of related Master Servicing Fees and, if applicable, Additional Interest) that accrues on the Mortgage Loan during such Collection Period will be less (such shortfall, a "Prepayment Interest Shortfall") than the amount of interest (net of related Master Servicing Fees and, if applicable, Additional Interest and without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) that would have accrued on the Mortgage Loan through its Due Date. If such S-210 a principal prepayment occurs during any Collection Period after the Due Date for such Mortgage Loan in such Collection Period, the amount of interest (net of related Master Servicing Fees) that accrues and is collected on the Mortgage Loans during such Collection Period will exceed (such excess, a "Prepayment Interest Excess") the amount of interest (net of related Master Servicing Fees, and without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) that would have been collected on the Mortgage Loan during such Collection Period if the borrower had not prepaid. Any Prepayment Interest Excesses collected will be paid to the Master Servicer as additional servicing compensation. However, with respect to each Distribution Date, the Master Servicer is required to deposit into the Certificate Account (such deposit, a "Compensating Interest Payment"), without any right of reimbursement therefor, with respect to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other than any Mortgage Loan on which the Special Servicer has waived a prepayment restriction and other than any Companion Loan not owned by the Trust) that was subject to a voluntary Principal Prepayment during the most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the sum of (a) the Master Servicing Fee (up to a Master Servicing Fee Rate of 0.02% per annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (b) investment income earned by the Master Servicer on the related Principal Prepayment during the most recently ended Collection Period, and (ii) the amount of the related Prepayment Interest Shortfall; provided, however, to the extent any such Prepayment Interest Shortfall is the result of the Master Servicer's failure to enforce the applicable Mortgage Loan documents, the amount in clause (a) shall include the entire Master Servicing Fee on the applicable Mortgage Loan for such Collection Period. Compensating Interest Payments will not cover shortfalls in Mortgage Loan interest accruals that result from any liquidation of a defaulted Mortgage Loan, or of any REO Property acquired in respect thereof, that occurs during a Collection Period prior to the related Due Date therein or involuntary prepayments. The principal compensation to be paid to the Special Servicer in respect of its special servicing activities is the Special Servicing Fee (together with the Master Servicing Fee, the "Servicing Fees") and, under the circumstances described in this prospectus supplement, Liquidation Fees and Workout Fees. The "Special Servicing Fee" is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at a rate (the "Special Servicing Fee Rate") equal to 0.25% per annum and is computed on the basis of the same principal amount respecting which any related interest payment due on such Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be. However, earned Special Servicing Fees are payable out of general collections on the Mortgage Loans then on deposit in the certificate account. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan (or REO Mortgage Loan) will cease to accrue if such loan (or the related REO Property) is liquidated or if such loan becomes a Corrected Mortgage Loan. The Special Servicer is entitled to a "Liquidation Fee" with respect to each Specially Serviced Trust Fund Asset, which Liquidation Fee generally will be in an amount equal to 1.00% of all amounts received in respect of such Mortgage Loan or the related REO Property, as applicable, payable by withdrawal from such amounts on deposit in the Certificate Account. However, no Liquidation Fee will be payable in connection with, or out of, insurance proceeds or liquidation proceeds resulting from the purchase of any Specially Serviced Trust Fund Asset (i) by a Mortgage Loan Seller (as described under "DESCRIPTION OF THE MORTGAGE POOL-- Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement) if purchased within the required time period set forth in the related Mortgage Loan Purchase Agreement, (ii) by the Master Servicer, the Special Servicer, the Majority Subordinate Certificateholder or the purchasing Certificateholder as described under "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement or (iii) in certain other limited circumstances, including in connection with the purchase of the Co-Lender Loans as described under "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans" in this prospectus supplement or in connection with the purchase of the 175 West Jackson Loan or the 180 Maiden Lane Loan by the controlling holder of the Class 175WJ Certificates or the Class 180ML Certificates. The Special Servicer also is entitled to a "Workout Fee" with respect to each Corrected Mortgage Loan, which is generally equal to 1.00% of all payments of interest and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan, payable by withdrawal from such amounts on deposit in the Certificate Account. If the Special Servicer is terminated S-211 or resigns, it will retain the right to receive any and all Workout Fees payable with respect to any Mortgage Loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan, but the Mortgage Loan had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower had not made three consecutive monthly debt service payments and subsequently becomes a Corrected Mortgage Loan as a result of making such three consecutive payments. The successor Special Servicer will not be entitled to any portion of those Workout Fees. As additional servicing compensation, the Master Servicer or the Special Servicer is entitled to retain all modification fees, assumption fees, defeasance fees, assumption application fees, late payment charges and default interest (to the extent not used to offset interest on Advances, Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) and the cost of property inspections as provided in the Pooling and Servicing Agreement) and Prepayment Interest Excesses collected from borrowers on Mortgage Loans. In addition, to the extent the Master Servicer or the Special Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan has been paid and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest or Additional Trust Fund Expenses. In addition, each of the Master Servicer and the Special Servicer is authorized to invest or direct the investment of funds held in those accounts maintained by it that relate to the Mortgage Loans or REO Properties, as the case may be, in certain short-term United States government securities and certain other permitted investment grade obligations, and the Master Servicer and the Special Servicer each will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement. Each of the Master Servicer and Special Servicer is, in general, required to pay all ordinary expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement, including the fees of any sub-servicers retained by it, and is not entitled to reimbursement therefor except as expressly provided in the Pooling and Servicing Agreement. However, each of the Master Servicer and Special Servicer is permitted to pay certain of such expenses (including certain expenses incurred as a result of a Mortgage Loan default) directly out of the Certificate Account and at times without regard to the Mortgage Loan with respect to which such expenses were incurred. See "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" and "--Servicing Compensation and Payment of Expenses" in the prospectus. As and to the extent described in this prospectus supplement under "DESCRIPTION OF THE CERTIFICATES--P&I Advances", each of the Master Servicer and the Trustee is entitled to receive interest, at the Reimbursement Rate, on any reimbursable servicing expenses incurred by it. Such interest will compound annually and will be paid, contemporaneously with the reimbursement of the related servicing expense, first out of late payment charges and default interest received on the related Mortgage Loan during the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on servicing expenses related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previously reimbursed, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest. S-212 MODIFICATIONS, WAIVERS AND AMENDMENTS The Pooling and Servicing Agreement permits the Special Servicer (subject, with respect to the Co-Lender Loans, to certain rights of the holder of any related Companion Loan) to modify, waive or amend any term of any Mortgage Loan if (a) it determines, in accordance with the Servicing Standard, that it is appropriate to do so and the Special Servicer determines that such modification, waiver or amendment is not "significant" within the meaning of Treasury Regulations Section 1.860G-2(b), and (b) except as described in the following paragraph, such modification, waiver or amendment, will not (i) affect the amount or timing of any related payments of principal, interest or other amount (including Prepayment Premiums and Yield Maintenance Charges) payable under the Mortgage Loan, (ii) affect the obligation of the related borrower to pay a Prepayment Premium or Yield Maintenance Charge or permit a principal prepayment during the applicable Lockout Period, (iii) except as expressly provided by the related Mortgage or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value of the property released, (iv) if such Mortgage Loan is equal to or in excess of 5% of then aggregate current principal balances of all Mortgage Loans or $35,000,000, or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer of (A) the related Mortgaged Property or any interest therein or (b) equity interests in the related borrower or an equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates, (v) allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of then aggregate current principal balances of the Mortgage Loans or $20,000,000, is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, or with respect to S&P only, has an aggregate LTV that is equal to or greater than 85% or has an aggregate DSCR that is less than 1.20x, without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates, or (vi) in the good faith, reasonable judgment of the Special Servicer, materially impair the security for the Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. Notwithstanding clause (b) of the preceding paragraph and, with respect to the Co-Lender Loans, subject to certain rights of the holders of any related Companion Loan, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan, and/or (v) accept a principal prepayment during any Lockout Period; provided that (x) the related borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default by the borrower is reasonably foreseeable, (y) in the reasonable, good faith judgment of the Special Servicer, such modification, would increase the recovery to Certificateholders on a net present value basis determined in accordance with the Servicing Standard and (z) such modification, waiver or amendment does not result in a tax being imposed on the Trust Fund or cause any REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC at any time the Certificates are outstanding. In no event, however, is the Special Servicer permitted to (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (a) the original Mortgage Rate of such Mortgage Loan, (b) the highest Pass-Through Rate of any Class of Certificates (other than any Class X-C or Class X-P Certificates) then outstanding, or (c) a rate below then prevailing interest rate for comparable loans, as determined by the Special Servicer, (iii) if the Mortgage Loan is secured by a ground lease (and not also by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is 20 years prior to the expiration S-213 of the term of such ground lease or (iv) defer interest due on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The Special Servicer will have the ability, subject to the Servicing Standard described under "--General" above, to modify Mortgage Loans with respect to which default is reasonably foreseeable, but which are not yet in default. The Special Servicer is required to notify the Trustee, the Master Servicer, the Controlling Class Representative and the Rating Agencies (and with respect to the 175 West Jackson Loan, the 175 West Jackson Representative and the holder of the 175 West Jackson Pari Passu Loan) and, with respect to the Co-Lender Loans, subject to certain rights of the holders of the related Companion Loans, of any material modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan, and to deliver to the Trustee or the related Custodian (with a copy to the Master Servicer), for deposit in the related Mortgage File, an original counterpart of the agreement related to such modification, waiver or amendment, promptly (and in any event within ten business days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the Special Servicer. See "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available Information" in this prospectus supplement. For any Mortgage Loan other than a Specially Serviced Mortgage Loan and subject to the rights of the Special Servicer, the Master Servicer is responsible for any request by a borrower for the consent to modify, waive or amend certain terms as specified in the Pooling and Servicing Agreement, including, without limitation, (i) approving certain leasing activity, (ii) approving certain substitute property managers, (iii) approving certain waivers regarding the timing or need to audit certain financial statements, (iv) approving certain modifications in connection with a defeasance permitted by the terms of the applicable mortgage loan documents and (v) approving certain consents with respect to right-of-ways and easements and consents to subordination of the related Mortgage Loan to such easements or right-of-ways. Any modification, extension, waiver or amendment of the payment terms of a Co-Lender 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 Co-Lender Loan and certain Companion Loans, nor the holder(s) of the related Companion Loans gain a priority over the other such holder that is not reflected in the related loan documents and the related Intercreditor Agreement. Further, to the extent consistent with the Servicing Standard and subject to the consent of the rights of the holders of the 180 Maiden Lane Trust Subordinate Companion Loan and the 180 Maiden Lane Non-Trust Subordinate Companion Loan specified in "--The Controlling Class Representative" below, if, pursuant to a workout or proposed workout, any modification of the terms of the 180 Maiden Lane Whole Loan would cause (i) the principal balance to be reduced, (ii) the interest rates or scheduled payments to be reduced, (iii) payments of interest or principal to be waived, reduced or deferred, (iv) the maturity date to be modified, or (v) any other term to be adjusted, all payments to the trust, as holder of the 180 Maiden Lane Loan, and to the holder of the 180 Maiden Lane Pari Passu Loan, would be made as though such workout did not occur, and the full economic effect of any waiver, reduction or deferral of amounts due under the 180 Maiden Lane Whole Loan would be borne, first, by the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan (up to the principal balance of the related note and accrued interest thereon), second, by the holder of the 180 Maiden Lane Trust Subordinate Companion Loan (up to the principal balance of the related note and accrued interest thereon), and finally by the Trust Fund, as holder of the 180 Maiden Lane Loan, and the holder of the 180 Maiden Lane Pari Passu Loan. THE CONTROLLING CLASS REPRESENTATIVE Subject to the succeeding paragraphs, the Controlling Class Representative is entitled to advise the Special Servicer with respect to the following actions of the Special Servicer, and the Special Servicer is not permitted to take any of the following actions as to which the Controlling Class Representative has S-214 objected in writing within ten business days of being notified thereof (provided that if such written objection has not been received by the Special Servicer within such ten business day period, then the Controlling Class Representative's approval will be deemed to have been given): (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification or waiver of any term of the related Mortgage Loan Documents of a Mortgage Loan that relates to the Maturity Date, Mortgage Rate, principal balance, amortization term, payment frequency or any provision requiring the payment of a Prepayment Premium or Yield Maintenance Charge (other than a modification consisting of the extension of the maturity date of a Mortgage Loan for one year or less) or a material non-monetary term; (iii) any actual or proposed sale of an REO Property (other than in connection with the termination of the Trust Fund as described under "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement or pursuant to a Purchase Option as described below under "--Defaulted Mortgage Loans; REO Properties; Purchase Option"); (iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous materials located at an REO Property; (v) any acceptance of substitute or additional collateral or release of material collateral for a Mortgage Loan unless required by the underlying loan documents; (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause; (vii) any release of any performance or "earn-out" reserves, escrows or letters of credit; (viii) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan; (ix) with respect to the 175 West Jackson Whole Loan, any acceptance of a discounted payoff; (x) with respect to the 175 West Jackson Whole Loan, any renewal or replacement of then existing insurance policies to the extent that such renewal or replacement policy does not comply with the terms of the mortgage loan documents or any waiver, modification or amendment of any insurance requirements under the related mortgage loan documents; (xi) with respect to the 175 West Jackson Whole Loan, any approval of a material capital expenditure; (xii) with respect to the 175 West Jackson Whole Loan, any replacement of the property manager; and (xiii) with respect to the 175 West Jackson Whole Loan, any adoption or approval of a plan in bankruptcy of the related borrower. In addition, the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions as the Controlling Class Representative may deem advisable or as to which provision is otherwise made in the Pooling and Servicing Agreement; provided that no such direction and no objection contemplated by the prior paragraph may (i) require or cause the Special Servicer to violate any REMIC provisions, any provision of the Pooling and Servicing Agreement or applicable law, including the Special Servicer's obligation to act in accordance with the Servicing Standard, or (ii) expose the Master Servicer, the Special Servicer, the Trust Fund or the Trustee to liability, or materially expand the scope of the Special Servicer or its responsibilities under the Pooling and Servicing Agreement or cause the Special Servicer to act or fail to act in a manner which, in the reasonable judgment of the Special Servicer, is not in the best interests of the Certificateholders. Clarion Capital LLC, which is an affiliate of one of the Special Servicers, will be the initial Controlling Class Representative with respect to each Mortgage Loan. So long as a 175 West Jackson Control Appraisal Period has not occurred and is continuing, the holders of the Class 175WJ Certificates and the 175 West Jackson Representative will have the ability to S-215 exercise the rights of the Controlling Class and the Controlling Class Representative with respect to the 175 West Jackson Whole Loan. Upon the occurrence and continuance of a 175 West Jackson Control Appraisal Period, the holders of a majority (by then outstanding principal balance) of the 175 West Jackson Senior Loans will be entitled to exercise the rights and powers of the Controlling Class Representative and the Controlling Class with respect to the 175 West Jackson Whole Loan, but in the event that the Controlling Class Representative and the holder of the 175 West Jackson Pari Passu Loan (or if such loan has been securitized, a representative appointed by the controlling class of that securitization) give conflicting consents or directions to the Master Servicer or the Special Servicer, as applicable, and are unable to agree on a course of action for a period of 30 days, and neither such party represents greater than a majority (by then outstanding principal balance) of the 175 West Jackson Senior Loans, and the directions given by the Controlling Class Representative satisfy the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, will be required to follow the directions of the Controlling Class Representative. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--175 West Jackson Loan--Servicing Provisions of the 175 West Jackson Intercreditor Agreement" in this prospectus supplement. Notwithstanding the rights of the Controlling Class representative detailed above, the holders of the 180 Maiden Lane Non-Trust Subordinate Companion Loan or the holders of the 180 Maiden Lane Trust Subordinate Companion Loan (which will be the holders of the Class 180ML Certificates) will have certain rights to direct and/or consent to certain actions of the Master Servicer and the Special Servicer with respect to the 180 Maiden Lane Whole Loan, and the Controlling Class and the Controlling Class Representative will not have the consent and advice rights described herein. Generally, the holder of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, and if the 180 Maiden Lane Non-Trust Subordinate Companion Loan has a principal balance less than approximately 25% of the original unpaid principal amount of the 180 Maiden Lane Non-Trust Subordinate Companion Loan, the holder of the 180 Maiden Lane Trust Subordinate Companion Loan (which will be the holders of the Class 180ML Certificates) will be entitled to such rights, but only so long as the unpaid principal amount of the 180 Maiden Lane Non-Trust Subordinate Companion Loan or 180 Maiden Lane Trust Subordinate Companion Loan, as the case may be, net of any existing related Appraisal Reduction Amount with respect to (i) the 180 Maiden Lane Senior Loans; (ii) any 180 Maiden Lane Trust Subordinate Companion Loan; and (iii) (in the case of the 180 Maiden Lane Non-Trust Subordinate Companion Loan) the 180 Maiden Lane Non-Trust Subordinate Companion Loan (calculated as if the loans were a single mortgage loan), is greater than 25% of the original unpaid principal amount of the 180 Maiden Lane Non-Trust Subordinate Companion Loan or the 180 Maiden Lane Trust Subordinate Companion Loan, as the case may be. Such rights include (i) certain consultation rights provided in the 180 Maiden Lane Intercreditor Agreement and (ii) such holder of the 180 Maiden Lane Trust Subordinate Companion Loan or the 180 Maiden Lane Non-Trust Subordinate Companion Loan, as the case may be, or its designee will be entitled to exercise rights and powers with respect to the 180 Maiden Lane Whole Loan that are the same as or similar to those of the Controlling Class Representative described above with respect to the actions described in clauses (i) through (vii) above and the following additional actions: (A) any modification or waiver of a monetary term of the loan and any modification of, or waiver with respect to, the loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the monthly debt service payment or extension fee payable thereon or a deferral or a forgiveness of interest on or principal of the loan or a modification or waiver of any other monetary term of the loan relating to the timing or amount of any payment of principal or interest (other than default interest) or any other material sums due and payable under the loan documents or a modification or waiver of any provision of the loan which restricts the borrower or its equity owners from incurring additional indebtedness, any consent to the placement of additional liens encumbering the Mortgaged Property or the ownership interests in borrower or to the incurring of additional indebtedness at any level or tier of ownership, or any modification or waiver with respect to the obligation to deposit or maintain reserves or escrows or to the amounts required to be deposited therein or any establishment of additional material reserves not expressly provided for in the loan documents, (B) any modification of, or waiver with respect to, the loan that would result in a discounted pay off of the loan, (C) commencement or termination of any foreclosure upon or comparable conversion of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed in lieu of foreclosure or S-216 otherwise, (D) any sale of the Mortgaged Property or any material portion thereof (other than pursuant to a purchase option contained in the loan documents or in the Pooling and Servicing Agreement) or, except, as specifically permitted in the loan documents, the transfer of any direct or indirect interest in borrower or any sale of the loan (other than pursuant to a purchase option contained in the loan documents or in the Pooling and Servicing Agreement), (E) any action to bring the Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials, (F) any substitution or release of collateral for the loan (other than in accordance with the terms of, or upon satisfaction of, the loan), (G) any release of the borrower or any guarantor from liability with respect to the loan, (H) any substitution of the bank holding the central account, unless such bank agrees in writing (x) to comply with the relevant terms of the 180 Maiden Lane Intercreditor Agreement and (y) to provide to any co-lender copies of the weekly reconciliation required to be prepared thereunder, (I) any determination (x) 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 borrower) or (y) to permit an assumption of the loan, (J) any material changes to or waivers of any of the insurance requirements, (K) any release of funds from the curtailment reserve escrow account or the designated lease reserve escrow account for the application of same to the repayment of the debt; provided, however, that (x) the related operating advisor shall not have the right to consent to any such release after the occurrence of an event of default (unless such co-lender is continuously curing in accordance with the relevant terms of the 180 Maiden Lane Intercreditor Agreement) and during the continuance thereof, and (y) the related operating advisor shall be required to consent to the release of such funds and the application of same to the repayment of the debt, if the holder of the 180 Maiden Lane Loan delivers to the related operating advisor a letter from any single Rating Agency stating that the failure to release funds from the curtailment reserve sub-account and to apply same to the repayment of the debt will result in the downgrading, withdrawal or qualification of any Class of Certificates, (L) any determination to apply loss proceeds to the payment of the debt and with respect to the approval of any architects, contractors, plans and specifications or other material approvals which the holder of the 180 Maiden Lane Loan may give or withhold, (M) any incurrence of additional debt by the borrower or any mezzanine financing by any beneficial owner of the borrower, and (N) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the borrower. However, to the extent neither the 180 Maiden Lane Trust Subordinate Companion Loan nor the 180 Maiden Lane Non-Trust Subordinate Companion Loan is greater than the threshold described above, the holders of a majority (by then outstanding principal balance) of the 180 Maiden Lane Senior Loans will be entitled to exercise rights and powers of the Controlling Class Representative and the Controlling Class with respect to the 180 Maiden Lane Whole Loan. In the event that (x) the Controlling Class Representative and the holders of the 180 Maiden Lane Pari Passu Loan (or if such loan has been securitized, a representative appointed by the controlling class of such securitization) gives conflicting consents or directions to the Master Servicer or the Special Servicer, as applicable, (y) no such consent or direction is agreed to by the holders of a majority (by then outstanding principal balance) of the 180 Maiden Lane Senior Loans for a period of 30 days, and (z) the directions given by the Controlling Class Representative satisfy the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, will be required to follow the directions of the Controlling Class Representative. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--180 Maiden Lane Loan--Servicing Provisions of the 180 Maiden Lane Intercreditor Agreement" in this prospectus supplement. Notwithstanding the rights of the Controlling Class Representative detailed above, if the unpaid principal amount of each of the Coastal Grand Mall Companion Loans, net of any existing related appraisal reductions allocated to the Coastal Grand Mall Companion Loans, any realized losses and payments of principal, is equal to or greater than 25% of the original unpaid principal amount of the Coastal Grand Mall Companion Loans, then (i) the holder of the Coastal Grand Mall Companion Loans will have certain consultation rights provided in the Coastal Grand Mall Intercreditor Agreement and (ii) the Controlling Class Representative will not be entitled to exercise any of the rights and powers described in clauses (i), (ii), (v) or (viii) above with respect to the Coastal Grand Mall Whole Loan and, instead, the holder of the Coastal Grand Mall Companion Loans or its designee will be entitled to exercise the same or similar rights and powers with respect to the Coastal Grand Mall Whole Loan, subject to certain restrictions if the borrower or an affiliate is the holder of the Coastal Grand Mall Companion S-217 Loans. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--Servicing Provisions of the Coastal Grand Mall Intercreditor Agreement" in this prospectus supplement. Notwithstanding anything else contained herein with respect to the Coastal Grand Mall Loan, for so long as any interest in either Coastal Grand Mall Companion Loan is held by the related borrower or any affiliate of such borrower, the holder or holders of such Coastal Grand Mall Companion Loan will have no rights under the related Intercreditor Agreement, other than the right to receive distributions. Accordingly, the notice and control rights of the Coastal Grand Mall Companion Loans with respect to the Coastal Grand Mall Loan detailed in this prospectus supplement will be inapplicable with respect to the Coastal Grand Mall Companion Loans for so long as the Coastal Grand Mall Companion Loans are held by the related borrower or any affiliate of the borrower. It is expected that, as of the Closing Date, the holders of the Coastal Grand Mall Companion Loans will be affiliates of the related borrower. Notwithstanding the rights of the Controlling Class Representative detailed above, the holder of a CBA Companion Loan may exercise certain approval rights relating to a modification of the related CBA Loan or such CBA Companion Loan that materially and adversely affects the holder of such CBA Companion Loan prior to the expiration of the related repurchase period and certain other matters related to defaulted lease claims. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans--CBA Loans--Servicing Provisions of the CBA Intercreditor Agreements" in this prospectus supplement. Limitation on Liability of the Controlling Class Representative. The Controlling Class Representative will not have any liability to the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided, however, that the Controlling Class Representative will not be protected against any liability to a Controlling Class Certificateholder which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Controlling Class Representative may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Controlling Class Representative may have special relationships and interests that conflict with those of holders of some Classes of the Certificates; and each Certificateholder agrees to take no action against the Controlling Class Representative or any of its respective officers, directors, employees, principals or agents as a result of such a special relationship or conflict. The 175 West Jackson Representative and the holder of a 180 Maiden Lane Trust Subordinate Companion Loan or their respective designees, in connection with exercising the rights and powers described above with respect to the 175 West Jackson Whole Loan or the 180 Maiden Lane Whole Loan, respectively, will be entitled to substantially the same liability limitations to which the Controlling Class Representative is entitled. DEFAULTED MORTGAGE LOANS; REO PROPERTIES; PURCHASE OPTION The Pooling and Servicing Agreement contains provisions requiring, within 60 days after a 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 (i) that is delinquent sixty days or more with respect to a Periodic Payment (not including the Balloon Payment) or (ii) that is delinquent in respect of its Balloon Payment unless the Master Servicer has, on or prior to the due date of such Balloon Payment, received written evidence from an institutional lender of such lender's binding commitment to refinance such Mortgage Loan within 60 days after the due date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan will immediately become a Defaulted Mortgage Loan), in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan documents and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (iii) as to which the Master Servicer or Special Servicer has, by written notice to the related mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. The Special Servicer will be permitted to change, from time to time, 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; provided, however, that the Special Servicer will update its determination of the fair value of a Defaulted Mortgage Loan at least once every 90 days. S-218 In the event a Mortgage Loan becomes a Defaulted Mortgage Loan, the Majority Subordinate Certificateholder will have an assignable option to purchase (subject to, in certain instances, the rights of subordinated secured creditors or mezzanine lenders to purchase the related Mortgage Loan) (the "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 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. If the Purchase Option is not exercised by the Majority Subordinate Certificateholder or any assignee thereof within 60 days of a Mortgage Loan becoming a Defaulted Mortgage Loan, then the Majority Subordinate Certificateholder shall assign the Purchase Option to the Special Servicer for fifteen days. If the Purchase Option is not exercised by the Special Servicer or its assignee within such fifteen day period, then the Purchase Option shall revert to the Majority Subordinate Certificateholder. Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, consistent with the Servicing Standard, but the Special Servicer generally will not be permitted to sell the Defaulted Mortgage Loan other than pursuant to the exercise of the Purchase Option. If not exercised sooner, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate upon (i) the related mortgagor's cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition on behalf of the trust of title to the related Mortgaged Property by foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a workout. 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 the Purchase Option. If (a) the Purchase Option is exercised with respect to a Defaulted Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to such exercise is the Majority Subordinate Certificateholder, the Special Servicer, or any affiliate of any of them (in other words, the Purchase Option has not been assigned to another unaffiliated person) and (b) the Option Price is based on the Special Servicer's determination of the fair value of the Defaulted Mortgage Loan, the Trustee will be required to determine if the Option Price represents a fair price for the Defaulted Mortgage Loan. In making such determination, the Trustee will be entitled to rely on the most recent appraisal of the related Mortgaged Property that was prepared in accordance with the terms of the Pooling and Servicing Agreement and may rely upon the opinion and report of an independent third party in making such determination, the cost of which will be advanced by the Master Servicer. If title to any Mortgaged Property is acquired by the Trustee on behalf of the Certificateholders pursuant to foreclosure proceedings instituted by the Special Servicer or otherwise, the Special Servicer, after notice to the Controlling Class Representative, shall use its reasonable best efforts to sell any REO Property as soon as practicable in accordance with the Servicing Standard but prior to the end of the third calendar year following the year of acquisition, unless (i) the Internal Revenue Service grants an extension of time to sell such property (an "REO Extension") or (ii) it obtains an opinion of counsel generally to the effect that the holding of the property for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the Trust Fund or cause any REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC under the Code. If the Special Servicer on behalf of the Trustee has not received an Extension or such opinion of counsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall auction the property pursuant to the auction procedure set forth below. The Special Servicer shall give the Controlling Class Representative, the Master Servicer and the Trustee not less than five days' prior written notice of its intention to sell any such REO Property, and S-219 shall auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that the Master Servicer, Special Servicer, Majority Subordinate Certificateholder, any independent contractor engaged by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement (or any officer or affiliate thereof) shall not be permitted to purchase the REO Property at a price less than the outstanding principal balance of such Mortgage Loan as of the date of purchase, plus all accrued but unpaid interest and related fees and expenses, except in limited circumstances set forth in the Pooling and Servicing Agreement; and provided, further, that if the Special Servicer intends to bid on any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the trust an appraisal of such REO Property (or internal valuation in accordance with the procedures specified in the Pooling and Servicing Agreement) and (iii) the Special Servicer shall not bid less than the greater of (x) the fair market value set forth in such appraisal (or internal valuation) or (y) the outstanding principal balance of such Mortgage Loan, plus all accrued but unpaid interest and related fees and expenses. Subject to the REMIC provisions, the Special Servicer shall act on behalf of the trust in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property or the exercise of the Purchase Option, including the collection of all amounts payable in connection therewith. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its affiliates may bid for any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property shall be without recourse to, or representation or warranty by, the Trustee, the Depositor, any Mortgage Loan Seller, the Special Servicer, the Master Servicer or the trust. Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special Servicer or the Trustee to the trust and the Certificateholders for failure to perform its duties in accordance with the Pooling and Servicing Agreement. None of the Special Servicer, the Master Servicer, the Depositor or the Trustee shall have any liability to the trust or any Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with the terms of the Pooling and Servicing Agreement. The proceeds of any sale after deduction of the expenses of such sale incurred in connection therewith shall be deposited within one business day in the Certificate Account. INSPECTIONS; COLLECTION OF OPERATING INFORMATION The Special Servicer or the Master Servicer is required to perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or the related debt service coverage ratio is below 1.00x; the expense of which will be payable first, out of penalty interest and late payment charges otherwise payable to the Special Servicer or the Master Servicer, as the case may be, and received in the Collection Period during which such inspection related expenses were incurred, then at the Trust Fund's expense. In addition, beginning in 2005, with respect to each Mortgaged Property securing a Mortgage Loan with a principal balance (or allocated loan amount) at the time of such inspection of more than or equal to $2,000,000, the Master Servicer (with respect to each such Mortgaged Property securing a Mortgage Loan other than a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to each Mortgaged Property securing a Specially Serviced Mortgage Loan) is required at its expense to inspect or cause to be inspected the Mortgaged Property every calendar year and with respect to each Mortgaged Property securing a Mortgage Loan with a principal balance (or allocated loan amount) at the time of such inspection of less than $2,000,000 once every other calendar year; provided that the Master Servicer is not obligated to inspect any Mortgaged Property that has been inspected by the Special Servicer in the previous 6 months. The Special Servicer and the Master Servicer each will be required to prepare a written report of each such inspection performed by it that describes the condition of the Mortgaged Property and that specifies the existence with respect thereto of any sale, transfer or abandonment or any material change in its condition or value. The Special Servicer or the Master Servicer is also required consistent with the Servicing Standard to collect from the related borrower and review the quarterly and annual operating statements of each Mortgaged Property and to cause annual operating statements to be prepared for each REO Property. Generally, the Mortgage Loans require the related borrower to deliver an annual property operating S-220 statement. However, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor is the Master Servicer or Special Servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing Mortgage Loan. Copies of the inspection reports and operating statements referred to above are required to be available for review by Certificateholders during normal business hours at the offices of the Special Servicer or the Master Servicer, as applicable. See "DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available Information" in this prospectus supplement. S-221 DESCRIPTION OF THE CERTIFICATES GENERAL The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C15 (the "Certificates") will be issued pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2004, among the Depositor, the Master Servicer, the Special Servicer and the Trustee (the "Pooling and Servicing Agreement"). The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the "Trust Fund") consisting primarily of: (i) the Mortgage Loans (including the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) and all payments and other collections in respect of such loans received or applicable to periods after the applicable Cut-Off Date (exclusive of payments of principal and interest due, and principal prepayments received, on or before the Cut-Off Date); (ii) any REO Property acquired on behalf of the Trust Fund; (iii) such funds or assets as from time to time are deposited in the Certificate Account, the Distribution Account, the Class 175WJ Distribution Account, the Class 180ML Distribution Account, the REO accounts, the Additional Interest Account, the Gain-on-Sale Reserve Account and the Interest Reserve Account (see "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" in the prospectus); and (iv) certain rights of the Depositor under each Mortgage Loan Purchase Agreement relating to Mortgage Loan document delivery requirements and the representations and warranties of the Mortgage Loan Sellers regarding the Mortgage Loans. The Certificates consist of the following classes (each, a "Class") designated as: (i) the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A Certificates (collectively, the "Class A Certificates"); (ii) 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 and Class P Certificates (collectively, the "Subordinate Certificates" and, together with the Class A Certificates, the "Sequential Pay Certificates"); (iii) the Class X-C and Class X-P Certificates (collectively, the "Class X Certificates"); (iv) the Class R-I and Class R-II Certificates (collectively, the "REMIC Residual Certificates"); (v) the Class 175WJ Certificates (the "Class 175WJ Certificates") and the Class 180ML Certificates (the "Class 180ML Certificates" and, collectively, with the Sequential Pay Certificates and the Class X Certificates, the "REMIC Regular Certificates"); and (vi) the Class Z Certificates. The Class 175WJ Certificates will be entitled to receive distributions only from collections on the 175 West Jackson Subordinate Companion Loan in accordance with the 175 West Jackson Intercreditor Agreement and the Pooling and Servicing Agreement and will not be supported by any Mortgage Loan, and the Class 180ML Certificates will be entitled to receive distributions only from collections on the 180 Maiden Lane Trust Subordinate Companion Loan in accordance with the 180 Maiden Lane Intercreditor Agreement and the Pooling and Servicing Agreement and will not be supported by any Mortgage Loan. Only the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Certificates (collectively, the "Offered Certificates") are offered hereby. The Class A-1A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class X-C, Class X-P, Class 175WJ and Class 180ML Certificates (collectively, the "Non-Offered Certificates"), the Class Z Certificates and the REMIC Residual Certificates have not been registered under the Securities Act and are not offered hereby. Accordingly, information in this prospectus supplement regarding the terms of the Non-Offered Certificates, the Class Z Certificates and the REMIC Residual Certificates is provided solely because of its potential relevance to a prospective purchaser of an Offered Certificate. REGISTRATION AND DENOMINATIONS The Offered Certificates will be made available in book-entry format through the facilities of The Depository Trust Company ("DTC"). The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Certificates will be offered in denominations of not less than $10,000 actual principal amount and in integral multiples of $1 in excess thereof. The holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream Banking, societe anonyme ("Clearstream") or Euroclear Bank S.A./N.V., as operator (the "Euroclear Operator") of the Euroclear System (the "Euroclear System") (in Europe) if they are S-222 participants of such respective system ("Participants"), or indirectly through organizations that are Participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers' securities accounts in the name of Clearstream and Euroclear on the books of the respective depositaries (collectively, the "Depositaries") which in turn will hold such positions in customers' securities accounts in the Depositaries' names on the books of DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participants"). Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, the Euroclear Operator or Clearstream, as the case may be, will then deliver instructions to the Depositary to take action to effect final settlement on its behalf. Because of time-zone differences, it is possible that credits of securities in Clearstream or the Euroclear Operator as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or the Euroclear Operator as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date, due to time zone differences may be available in the relevant Clearstream or the Euroclear Operator cash account only as of the business day following settlement in DTC. The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates will receive all distributions of principal and interest from the Trustee through the Participants who in turn will receive them from DTC. Similarly, reports distributed to Certificateholders pursuant to the Pooling and Servicing Agreement and requests for the consent of Certificateholders will be delivered to beneficial owners only through DTC, the Euroclear Operator, Clearstream and their respective Participants. Under a book-entry format, holders of Offered Certificates may experience some delay in their receipt of payments, reports and notices, since such payments, reports and notices will be forwarded by the Trustee to Cede & Co., as nominee for DTC. DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Clearstream, the Euroclear Operator or holders of Offered Certificates, as applicable. Under the rules, regulations and procedures creating and affecting DTC and its operations (the "Rules"), DTC is required to make book-entry transfers of Offered Certificates among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and Indirect Participants with which the S-223 holders of Offered Certificates have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of Offered Certificates. Accordingly, although the holders of Offered Certificates will not possess the Offered Certificates, the Rules provide a mechanism by which Participants will receive payments on Offered Certificates and will be able to transfer their interest. Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates. DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests. Except as required by law, none of the Depositor, the Underwriters, the Master Servicer and the Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Clearstream is a limited liability company (a societe anonyme) organized under the laws of Luxembourg. Clearstream holds securities for its participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. The Euroclear System was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment. The Euroclear System is owned by Euroclear. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. The information in this prospectus supplement concerning DTC, Clearstream or the Euroclear Operator and their book-entry systems has been obtained from sources believed to be reliable, but neither the Depositor nor any of the Underwriters takes any responsibility for the accuracy or completeness thereof. S-224 CERTIFICATE BALANCES AND NOTIONAL AMOUNTS Subject to a permitted variance of plus or minus 5.0%, the respective Classes of Sequential Pay Certificates described below will have the Certificate Balances representing the approximate percentage of the Cut-Off Date Pool Balance as set forth in the following table: CLOSING DATE PERCENTAGE OF CERTIFICATE CUT-OFF DATE CLASS OF CERTIFICATES BALANCE POOL BALANCE - ---------------------------------------------------------------------- -------------- -------------- Class A-1 Certificates ............................................... $ 57,169,000 4.934% Class A-2 Certificates ............................................... $162,905,000 14.061% Class A-3 Certificates ............................................... $144,241,000 12.450% Class A-4 Certificates ............................................... $468,420,000 40.431% Class A-1A Certificates .............................................. $160,747,000 13.874% Class B Certificates ................................................. $ 33,309,000 2.875% Class C Certificates ................................................. $ 14,482,000 1.250% Class D Certificates ................................................. $ 21,723,000 1.875% Non-Offered Certificates (other than Class A-1A Certificates, Class X Certificates, Class 175WJ Certificates and Class 180ML Certificates) $ 95,583,899 8.250% The "Certificate Balance" of any Class of Sequential Pay Certificates and the Class 175WJ and Class 180ML Certificates outstanding at any time represents the maximum amount that the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund. The Certificate Balance of each Class of Sequential Pay Certificates and the Class 175WJ and Class 180ML Certificates will, in each case, be reduced on each Distribution Date by any distributions of principal actually made on such Class of Certificates on such Distribution Date, and further by any Realized Losses and Additional Trust Fund Expenses actually allocated to such Class of Certificates on such Distribution Date. The Class X-C and Class X-P Certificates do not have Certificate Balances, but represent the right to receive the distributions of interest in amounts equal to the aggregate interest accrued on the applicable notional amount (each, a "Notional Amount") of the related Class of Class X-C and Class X-P Certificates. On each Distribution Date, the Notional Amount of the Class X-C Certificates generally will be equal to the aggregate outstanding Certificate Balances of the Sequential Pay Certificates on such Distribution Date. The initial Notional Amount of the Class X-C Certificates will equal approximately $1,158,579,899 (subject to a permitted variance of plus or minus 5.0%). The Notional Amount of the Class X-P Certificates will generally equal: (i) until the Distribution Date in May 2005, the sum of (a) the lesser of $54,769,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $160,539,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates; (ii) after the Distribution Date in May 2005, through and including the Distribution Date in November 2005, the sum of (a) the lesser of $51,760,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $160,295,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates; (iii) after the Distribution Date in November 2005, through and including the Distribution Date in May 2006, the sum of (a) the lesser of $32,008,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $157,253,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates; (iv) after the Distribution Date in May 2006, through and including the Distribution Date in November 2006, the sum of (a) the lesser of $9,398,000 and the Certificate Balance of the S-225 Class A-1 Certificates, (b) the lesser of $153,732,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates; (v) after the Distribution Date in November 2006, through and including the Distribution Date in May 2007, the sum of (a) the lesser of $149,453,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $150,208,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and (d) the lesser of $6,645,000 and the Certificate Balance of the Class J Certificates; (vi) after the Distribution Date in May 2007, through and including the Distribution Date in November 2007, the sum of (a) the lesser of $127,189,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $146,788,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G Certificates and (d) the lesser of $11,370,000 and the Certificate Balance of the Class H Certificates; (vii) after the Distribution Date in November 2007, through and including the Distribution Date in May 2008, the sum of (a) the lesser of $104,854,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $137,436,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G Certificates and (d) the lesser of $551,000 and the Certificate Balance of the Class H Certificates; (viii) after the Distribution Date in May 2008, through and including the Distribution Date in November 2008, the sum of (a) the lesser of $83,156,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $134,165,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-4, Class B, Class C, Class D, Class E and Class F Certificates and (d) the lesser of $3,148,000 and the Certificate Balance of the Class G Certificates; (ix) after the Distribution Date in November 2008, through and including the Distribution Date in May 2009, the sum of (a) the lesser of $61,990,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $131,076,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificates and (d) the lesser of $7,618,000 and the Certificate Balance of the Class F Certificates; (x) after the Distribution Date in May 2009, through and including the Distribution Date in November 2009, the sum of (a) the lesser of $53,276,000 and the Certificate Balance of the Class A-3 Certificates, (b) the lesser of $75,895,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-4, Class B, Class C and Class D Certificates and (d) the lesser of $9,647,000 and the Certificate Balance of the Class E Certificates; (xi) after the Distribution Date in November 2009, through and including the Distribution Date in May 2010, the sum of (a) the lesser of $35,638,000 and the Certificate Balance of the Class A-3 Certificates, (b) the lesser of $74,076,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-4, Class B, Class C and Class D Certificates and (d) the lesser of $2,114,000 and the Certificate Balance of the Class E Certificates; (xii) after the Distribution Date in May 2010, through and including the Distribution Date in November 2010, the sum of (a) the lesser of $12,699,000 and the Certificate Balance of the Class A-3 Certificates, (b) the lesser of $72,319,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-4, Class B and Class C Certificates and (d) the lesser of $16,783,000 and the Certificate Balance of the Class D Certificates; S-226 (xiii) after the Distribution Date in November 2010, through and including the Distribution Date in May 2011, the sum of (a) the lesser of $460,147,000 and the Certificate Balance of the Class A-4 Certificates, (b) the lesser of $70,660,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class B and Class C Certificates and (d) the lesser of $10,107,000 and the Certificate Balance of the Class D Certificates; (xiv) after the Distribution Date in May 2011, through and including the Distribution Date in November 2011, the sum of (a) the lesser of $401,160,000 and the Certificate Balance of the Class A-4 Certificates, (b) the lesser of $69,056,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class B and Class C Certificates and (d) the lesser of $3,823,000 and the Certificate Balance of the Class D Certificates; and (xv) after the Distribution Date in November 2011, $0. The initial Notional Amount of the Class X-P Certificates will be $1,122,660,000. The Certificate Balance of any Class of Sequential Pay Certificates, the Class 175WJ Certificates or the Class 180ML Certificates may be increased by the amount, if any, of Certificate Deferred Interest added to such Class Certificate Balance. With respect to any Mortgage Loan as to which the Mortgage Rate has been reduced through a modification on any Distribution Date, "Mortgage Deferred Interest" is the amount by which (a) interest accrued at such reduced rate is less than (b) the amount of interest that would have accrued on such Mortgage Loan at the Mortgage Rate before such reduction, to the extent such amount has been added to the outstanding principal balance of such Mortgage Loan. On each Distribution Date the amount of interest distributable to a Class of Sequential Pay Certificates will be reduced by the amount of Mortgage Deferred Interest allocable to such Class (any such amount, "Certificate Deferred Interest"), such allocation being in reverse alphabetical order (except with respect to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A Certificates, which amounts shall be applied pro rata (based on remaining Class Certificate Balances) to such Classes). Certificate Deferred Interest on the Class 175WJ Certificates will be equal to the 175 West Jackson Subordinate Companion Loan's share of Mortgage Deferred Interest on the 175 West Jackson Whole Loan, allocated pursuant to the terms of the Pooling and Servicing Agreement and the 175 West Jackson Intercreditor Agreement, and Certificate Deferred Interest on the Class 180ML Certificates will be equal to the 180 Maiden Lane Trust Subordinate Companion Loan's share of Mortgage Deferred Interest on the 180 Maiden Lane Whole Loan, allocated pursuant to the terms of the Pooling and Servicing Agreement and the 180 Maiden Lane Intercreditor Agreement. The Certificate Balance of each Class of Sequential Pay Certificates, the Class 175WJ Certificates and the Class 180ML Certificates to which Certificate Deferred Interest has been so allocated on a Distribution Date will be increased by the amount of Certificate Deferred Interest. Any increase in the Certificate Balance of a Class of Sequential Pay Certificates will result in an increase in the Notional Amount of the Class X-C Certificates, and to the extent there is an increase in the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-1A, Class B, Class C, Class D, Class E, Class F, Class G, Class H or Class J Certificates and subject to the limits described in the description of the Notional Amount of the Class X-P Certificates above, the Class X-P Certificates. The REMIC Residual Certificates do not have Certificate Balances or Notional Amounts, but represent the right to receive on each Distribution Date any portion of the Available Distribution Amount, Class 175WJ Available Distribution Amount and Class 180ML Available Distribution Amount (each as defined below) for such date that remains after the required distributions have been made on all the REMIC Regular Certificates and the Class 175WJ Certificates and the Class 180ML Certificates, as applicable. It is not anticipated that any such portion of the Available Distribution Amount will result in more than a de minimis distribution to the REMIC Residual Certificates. The Class Z Certificates do not have Certificate Balances or Notional Amounts, but represent the right to receive on each Distribution Date any amounts of Additional Interest received in the related Collection Period with respect to each Mortgage Loan. PASS-THROUGH RATES The Pass-Through Rate applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Certificates for each Distribution Date will equal the respective rate per annum set forth on S-227 the front cover of this prospectus supplement. Each of the Class X-C Components and the Class X-P Components will be deemed to have a Pass-Through Rate equal to the Pass-Through Rate of the related Class of Certificates. The Pass-Through Rate applicable to the Class X-C Certificates for the initial Distribution Date will equal approximately % per annum. The Pass-Through Rate applicable to the Class X-C Certificates for each subsequent Distribution Date will equal the weighted average of the respective Class X-C Strip Rates, at which interest accrues from time to time on the respective components (the "Class X-C Components") of the Class X-C Certificates outstanding immediately prior to such Distribution Date (weighted on the basis of the outstanding balances of those Class X-C Components immediately prior to the Distribution Date). Each Class X-C Component will be comprised of all or a designated portion of the Certificate Balance of one of the Classes of Sequential Pay Certificates. In general, the Certificate Balance of each Class of Sequential Pay Certificates will constitute a separate Class X-C Component. However, if a portion, but not all, of the Certificate Balance of any particular Class of Sequential Pay Certificates is identified under "--Certificate Balances and Notional Amounts" above as being part of the Notional Amount of the Class X-P Certificates immediately prior to any Distribution Date, then the identified portion of the Certificate Balance will also represent one or more separate Class X-C Components for purposes of calculating the Pass-Through Rate of the Class X-C Certificates, and the remaining portion of the Certificate Balance will represent one or more other separate Class X-C Components for purposes of calculating the Pass-Through Rate of the Class X-C Certificates. For each Distribution Date through and including the Distribution Date in November 2011, the "Class X-C Strip Rate" for each Class X-C Component will be calculated as follows: (1) if such Class X-C Component consists of the entire Certificate Balance of any Class of Sequential Pay Certificates, and if the Certificate Balance does not, in whole or in part, also constitute a Class X-P Component immediately prior to the Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates; (2) if such Class X-C Component consists of a designated portion (but not all) of the Certificate Balance of any Class of Sequential Pay Certificates, and if the designated portion of the Certificate Balance does not also constitute a Class X-P Component immediately prior to the Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates; (3) if such Class X-C Component consists of a designated portion (but not all) of the Certificate Balance of any Class of Sequential Pay Certificates, and if the designated portion of the Certificate Balance also constitutes a Class X-P Component immediately prior to the Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the sum of (i) the Class X-P Strip Rate for the applicable Class X-P Component, and (ii) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates; and (4) if such Class X-C Component consists of the entire Certificate Balance of any Class of Sequential Pay Certificates, and if the Certificate Balance also constitutes, in its entirety, a Class X-P Component immediately prior to such Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the sum of (i) the Class X-P Strip Rate for the applicable Class X-P Component, and (ii) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates. For each Distribution Date after the Distribution Date in November 2011, the entire Certificate Balance of each Class of Sequential Pay Certificates will constitute one or more separate Class X-C Components, and the applicable Class X-C Strip Rate with respect to each such Class X-C Component S-228 for each Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in effect for the Distribution Date for the Class of Sequential Pay Certificates. The Pass-Through Rate applicable to the Class X-P Certificates for the initial Distribution Date will equal approximately % per annum. The Pass-Through Rate applicable to the Class X-P Certificates for each subsequent Distribution Date will equal the weighted average of the respective Class X-P Strip Rates, at which interest accrues from time to time on the respective components (the "Class X-P Components") of the Class X-P Certificates outstanding immediately prior to such Distribution Date (weighted on the basis of the balances of those Class X-P Components immediately prior to the Distribution Date). Each Class X-P Component will be comprised of all or a designated portion of the Certificate Balance of a specified Class of Sequential Pay Certificates. If all or a designated portion of the Certificate Balance of any Class of Sequential Pay Certificates is identified under "--Certificate Balances and Notional Amounts" above as being part of the 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 separate Class X-P Components for purposes of calculating the Pass-Through Rate of the Class X-P Certificates. For each Distribution Date through and including the Distribution Date in November 2011, the "Class X-P Strip Rate" for each Class X-P Component will equal (x) the lesser of (1) the Weighted Average Net Mortgage Rate for such Distribution Date, and (2) the reference rate specified on Annex C to this prospectus supplement for such Distribution Date minus 0.03% per annum, minus (y) the Pass-Through Rate for such Component (but in no event will any Class X-P Strip Rate be less than zero). After the Distribution Date in November 2011, the Class X-P Certificates will cease to accrue interest and will have a 0% Pass-Through Rate. In the case of each Class of REMIC Regular Certificates, interest at the applicable Pass-Through Rate will be payable monthly on each Distribution Date and will accrue during each Interest Accrual Period on the Certificate Balance (or, in the case of the Class X Certificates, the respective Notional Amount) of such Class of Certificates immediately following the Distribution Date in such Interest Accrual Period (after giving effect to all distributions of principal made on such Distribution Date). Interest on each Class of REMIC Regular Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. With respect to any Class of REMIC Regular Certificates and any Distribution Date, the "Interest Accrual Period" will be the preceding calendar month which will be deemed to consist of 30 days. The Class Z Certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than Additional Interest. The "Weighted Average Net Mortgage Rate" for each Distribution Date is the weighted average of the Net Mortgage Rates for the Mortgage Loans (excluding the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) as of the commencement of the related Collection Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date; provided that, for the purpose of determining the Weighted Average Net Mortgage Rate only, if the Mortgage Rate for any Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Weighted Average Net Mortgage Rate for such Mortgage Loan will be calculated without regard to such event. The "Net Mortgage Rate" for each Mortgage Loan (excluding the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) will generally equal (x) the Mortgage Rate in effect for such Mortgage Loan as of the Cut-Off Date, minus (y) the applicable Administrative Cost Rate for such Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan, other than 2 Mortgage Loans (loan numbers 2 and 62), accrues interest on the basis of a 360-day year consisting of twelve 30-day months (which is the basis on which interest accrues in respect of the REMIC Regular Certificates), then, solely for purposes of calculating the Weighted Average Net Mortgage Rate for each Distribution Date, the Mortgage Rate of each Mortgage Loan (other than 2 Mortgage Loans, representing 9.0% of the Cut-Off Date Pool Balance (1 Mortgage Loan in Loan Group 1 or 10.0% and 1 S-229 Mortgage Loan in Loan Group 2 or 2.4%), which accrue interest on a 30/360 basis) in effect during any calendar month will be deemed to be the annualized rate at which interest would have to accrue in respect of such loan on a 30/360 basis in order to derive the aggregate amount of interest (other than default interest) actually accrued in respect of such loan during such calendar month; provided, however, that, the Mortgage Rate in effect during (a) December of each year that does not immediately precede a leap year, and January of each year will be the per annum rate stated in the related Mortgage Note unless the final Distribution Date occurs in January or February immediately following such December or January and (b) in February of each year will be determined inclusive of the one day of interest retained from the immediately preceding January and, if applicable, December. The Net Mortgage Rate for each of the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan will generally equal (x) the Mortgage Rate in effect for such Mortgage Loan, minus (y) the applicable Servicing Fee rate for such Mortgage Loan. The "Stated Principal Balance" of each Mortgage Loan outstanding at any time will generally be an amount equal to the principal balance thereof as of the Cut-Off Date, (a) reduced on each Distribution Date (to not less than zero) by (i) the portion of the Principal Distribution Amount for that date which is attributable to such Mortgage Loan and (ii) the principal portion of any Realized Loss incurred in respect of such Mortgage Loan during the related Collection Period and (b) increased on each Distribution Date by any Mortgage Deferred Interest added to the principal balance of such Mortgage Loan on such Distribution Date. The Stated Principal Balance of a Mortgage Loan may also be reduced in connection with any forced reduction of the actual unpaid principal balance thereof imposed by a court presiding over a bankruptcy proceeding in which the related borrower is a debtor. In addition, to the extent that principal from general collections is used to reimburse nonrecoverable Advances or Workout-Delayed Reimbursement Amounts, and such amount has not been included as part of the Principal Distribution Amount, such amount shall not reduce the Stated Principal Balance (other than for purposes of computing the Weighted Average Net Mortgage Rate). Notwithstanding the foregoing, if any Mortgage Loan is paid in full, liquidated or otherwise removed from the Trust Fund, commencing as of the first Distribution Date following the Collection Period during which such event occurred, the Stated Principal Balance of such Mortgage Loan will be zero. With respect to any Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan. The "Collection Period" for each Distribution Date is the period that begins on the 12th day in the month immediately preceding the month in which such Distribution Date occurs (or the day after the applicable Cut-Off Date in the case of the first Collection Period) and ends on and includes the 11th day in the same month as such Distribution Date. Notwithstanding the foregoing, in the event that the last day of a Collection Period is not a business day, any payments received with respect to the Mortgage Loans relating to such Collection Period on the business day immediately following such day will be deemed to have been received during such Collection Period and not during any other Collection Period. The "Determination Date" will be, for any Distribution Date, the 11th day of each month, or if such 11th day is not a business day, the next succeeding business day, commencing in December 2004. DISTRIBUTIONS General. Except as described below with respect to the Class 175WJ Certificates and the Class 180ML Certificates, distributions on the Certificates are made by the Trustee, to the extent of the Available Distribution Amount, on the fourth business day following the related Determination Date (each, a "Distribution Date"). Except as described below, all such distributions will be made to the persons in whose names the Certificates are registered (the "Certificateholders") at the close of business on the last business day of the month preceding the month in which the related Distribution Date occurs and shall be made by wire transfer of immediately available funds, if such Certificateholder shall have provided wiring instructions no less than five business days prior to such record date, or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate register. The final distribution on any Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate) will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. All distributions made with respect to a Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class based on their respective S-230 percentage interests in such Class. The first Distribution Date on which investors in the Offered Certificates may receive distributions will be the Distribution Date occurring in December 2004. The Available Distribution Amount. The aggregate amount available for distributions of interest and principal to Certificateholders (other than Class R-I, Class R-II, Class Z, Class 175WJ and the Class 180ML Certificateholders) on each Distribution Date (the "Available Distribution Amount") will, in general, equal the sum of the following amounts: (a) the total amount of all cash received on or in respect of the Mortgage Loans and any REO Properties by the Master Servicer as of the close of business on the last day of the related Collection Period and not previously distributed with respect to the Certificates or applied for any other permitted purpose, exclusive of any portion thereof that represents one or more of the following: (i) any Periodic Payments collected but due on a Due Date after the related Collection Period; (ii) any Prepayment Premiums and Yield Maintenance Charges; (iii) all amounts in the Certificate Account that are payable or reimbursable to any person other than the Certificateholders, including any Servicing Fees and Trustee Fees on the Mortgage Loans; (iv) any amounts deposited in the Certificate Account in error; (v) any Additional Interest on the ARD Loans (which is separately distributed to the Class Z Certificates); and (vi) if such Distribution Date occurs in February of any year or during January of any year that is not a leap year, the Interest Reserve Amounts with respect to the Mortgage Loans to be deposited in the Interest Reserve Account and held for future distribution; (b) all P&I Advances made by the Master Servicer or the Trustee with respect to such Distribution Date (other than any P&I Advance made on the 175 West Jackson Subordinate Companion Loan or the 180 Maiden Lane Trust Subordinate Companion Loan); (c) any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period (other than any Compensating Interest Payment made on any Companion Loan); and (d) if such Distribution Date occurs during March of any year or if such Distribution Date is the final Distribution Date and occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan. See "SERVICING OF THE MORTGAGE LOANS--Servicing and Other Compensation and Payment of Expenses" and "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement and "DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS--Certificate Account" in the accompanying prospectus. Any Prepayment Premiums or Yield Maintenance Charges actually collected will be distributed separately from the Available Distribution Amount. See "--Distributions--Allocation of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. All amounts received by the trust with respect to any Co-Lender Loan will be applied to amounts due and owing under the related loan (including for principal and accrued and unpaid interest) in accordance with the provisions of the related loan documents, the related Intercreditor Agreement and the Pooling and Servicing Agreement. The Class 175WJ Available Distribution Amount. The aggregate amount available for distributions of interest and principal to the holders of the Class 175WJ Certificates on each Distribution Date (the "Class 175WJ Available Distribution Amount") will, in general, equal the sum of the following amounts: (a) the total amount of all cash received on or in respect of the 175 West Jackson Subordinate Companion Loan by the Master Servicer as of the close of business on the last day of the related S-231 Collection Period and payable to the holder of the 175 West Jackson Subordinate Companion Loan in accordance with the terms of the 175 West Jackson Intercreditor Agreement and the Pooling and Servicing Agreement and not previously distributed with respect to the Class 175WJ Certificates or applied for any other permitted purpose, exclusive of any portion thereof that represents one or more of the following: (i) any Periodic Payments on the 175 West Jackson Subordinate Companion Loan collected but due on a Due Date after the related Collection Period; (ii) all amounts in the Certificate Account that are payable or reimbursable to any person other than the holders of the Class 175WJ Certificates, including any Servicing Fees and Trustee Fees on the 175 West Jackson Subordinate Companion Loan; and (iii) any amounts relating to the 175 West Jackson Subordinate Companion Loan deposited in the Certificate Account in error; (b) all P&I Advances of interest made by the Master Servicer or the Trustee with respect to such Distribution Date made on the 175 West Jackson Subordinate Companion Loan; and (c) any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period made on the 175 West Jackson Subordinate Companion Loan, The Class 180ML Available Distribution Amount. The aggregate amount available for distributions of interest and principal to the holders of the Class 180ML Certificates on each Distribution Date (the "Class 180ML Available Distribution Amount") will, in general, equal the sum of the following amounts: (a) the total amount of all cash received on or in respect of the 180 Maiden Lane Trust Subordinate Companion Loan by the Master Servicer as of the close of business on the last day of the related Collection Period and payable to the holder of the 180 Maiden Lane Trust Subordinate Companion Loan in accordance with the terms of the 180 Maiden Lane Intercreditor Agreement and the Pooling and Servicing Agreement and not previously distributed with respect to the Class 180ML Certificates or applied for any other permitted purpose, exclusive of any portion thereof that represents one or more of the following: (i) any Periodic Payments on the 180 Maiden Lane Trust Subordinate Companion Loan collected but due on a Due Date after the related Collection Period; (ii) all amounts in the Certificate Account that are payable or reimbursable to any person other than the holders of the Class 180ML Certificates, including any Servicing Fees and Trustee Fees on the 180 Maiden Lane Trust Subordinate Companion Loan; and (iii) any amounts relating to the 180 Maiden Lane Trust Subordinate Companion Loan deposited in the Certificate Account in error; (b) all P&I Advances of interest made by the Master Servicer or the Trustee with respect to such Distribution Date made on the 180 Maiden Lane Trust Subordinate Companion Loan; and (c) any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period made on the 180 Maiden Lane Trust Subordinate Companion Loan. Interest Reserve Account. The Trustee will establish and maintain an "Interest Reserve Account" in the name of the Trustee for the benefit of the holders of the Certificates. With respect to each Distribution Date occurring in February and each Distribution Date occurring in any January which occurs in a year that is not a leap year, there will be withdrawn from the Certificate Account and deposited to the Interest Reserve Account in respect of each Mortgage Loan (excluding the 175 West Jackson Subordinate Companion Loan and the 180 Maiden Lane Trust Subordinate Companion Loan) (the "Interest Reserve Loans") which accrues interest on an Actual/360 basis an amount equal to one day's interest at the related Mortgage Rate on its Stated Principal Balance, as of the Due Date in the month in which such Distribution Date occurs, to the extent a Periodic Payment or P&I Advance is timely made in respect S-232 thereof for such Due Date (all amounts so deposited in any consecutive January (if applicable) and February in respect of each Interest Reserve Loan, the "Interest Reserve Amount"). With respect to each Distribution Date occurring in March, or in the event the final Distribution Date occurs in February or, if such year is not a leap year, in January, there will be withdrawn from the Interest Reserve Account the amounts deposited from the immediately preceding February and, if applicable, January, and such withdrawn amount is to be included as part of the Available Distribution Amount for such Distribution Date. Certificate Account. The Trustee will establish and will maintain a "Certificate Account" in the name of the Trustee for the benefit of the Certificateholders and will maintain the Certificate Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Certificate Account will be used to make distributions on the Certificates. Distribution Account. The Trustee will establish and will maintain a "Distribution Account" in the name of the Trustee for the benefit of the Certificateholders and will maintain the Distribution Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Distribution Account, to the extent of the Available Distribution Amount (and, with respect to the Class 175WJ or Class 180ML Certificates, to the extent of the Class 175WJ Available Distribution Amount or the Class 180ML Distribution Amount, as applicable), will be used to make distributions on the Certificates. Gain-on-Sale Reserve Account. The Trustee will establish and will maintain a "Gain-on-Sale Reserve Account" in the name of the Trustee for the benefit of the Certificateholders. To the extent that gains realized on sales of Mortgaged Properties, if any, are not used to offset Realized Losses previously allocated to the Certificates, such gains will be held and applied to offset future Realized Losses, if any. Additional Interest Account. The Trustee will establish and will maintain an "Additional Interest Account" in the name of the Trustee for the benefit of the holders of the Class Z Certificates. Prior to the applicable Distribution Date, an amount equal to the Additional Interest received in respect of the Mortgage Loans during the related Collection Period will be deposited into the Additional Interest Account. Application of the Available Distribution Amount. On each Distribution Date, the Trustee will (except as otherwise described under "--Termination" below) apply amounts on deposit in the Distribution Account (other than amounts payable on such date in respect of the Class 175WJ or Class 180ML Certificates), to the extent of the Available Distribution Amount, in the following order of priority: (1) concurrently, to distributions of interest (i) from the portion of the Available Distribution Amount for such Distribution Date attributable to Mortgage Loans in Loan Group 1, to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, pro rata, in accordance with the amounts of Distributable Certificate Interest in respect of such classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, (ii) from the portion of the Available Distribution Amount for such Distribution Date attributable to Mortgage Loans in Loan Group 2, to the holders of the Class A-1A Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates on such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, and (iii) from the entire Available Distribution Amount for such Distribution Date relating to the entire Mortgage Pool, to the holders of the Class X-C Certificates and the Class X-P Certificates, pro rata, in accordance with the amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; provided, however, on any Distribution Date where the Available Distribution Amount (or applicable portion thereof) is not sufficient to make distributions in full to the related Classes of Certificates as described above, the Available Distribution Amount will be allocated among the above Classes of S-233 Certificates without regard to Loan Group, pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of each such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (2) to distributions of principal to the holders of the Class A-1 Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class A-1 Certificates) equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date; (3) after the Class A-1 Certificates have been retired, to distributions of principal to the holders of the Class A-2 Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class A-2 Certificates) equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, in each case, less any portion thereof distributed in respect of the Class A-1 Certificates on such Distribution Date; (4) after the Class A-2 Certificates have been retired, to distributions of principal to the holders of the Class A-3 Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class A-3 Certificates) equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, in each case, less any portion thereof distributed in respect of the Class A-2 Certificates on such Distribution Date; (5) after the Class A-3 Certificates have been retired, to distributions of principal to the holders of the Class A-4 Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class A-4 Certificates) equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, in each case, less any portion thereof distributed in respect of the Class A-3 Certificates on such Distribution Date; (6) to distributions of principal to the holders of the Class A-1A Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class A-1A Certificate) equal to the Loan Group 2 Principal Distribution Amount for such Distribution and, after the Class A-4 Certificates have been retired, the Loan Group 1 Principal Distribution Amount remaining after payments to the Class A-4 Certificates have been made on such Distribution Date; (7) to distributions to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-1A Certificates, pro rata, in accordance with the respective amounts of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Classes of Certificates and for which no reimbursement has previously been received, to reimburse such holders for all such Realized Losses and Additional Trust Fund Expenses, if any; (8) to distributions of interest to the holders of the Class B Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (9) after the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-1A Certificates have been retired, to distributions of principal to the holders of the Class B Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class B Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and/or Class A-1A Certificates on such Distribution Date; S-234 (10) to distributions to the holders of the Class B Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (11) to distributions of interest to the holders of the Class C Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (12) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class C Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class C Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (13) to distributions to the holders of the Class C Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (14) to distributions of interest to the holders of the Class D Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (15) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class D Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class D Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (16) to distributions to the holders of the Class D Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (17) to distributions of interest to the holders of the Class E Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (18) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class E Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class E Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (19) to distributions to the holders of the Class E Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (20) to distributions of interest to the holders of the Class F Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (21) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class F Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class F Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; S-235 (22) to distributions to the holders of the Class F Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (23) to distributions of interest to the holders of the Class G Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (24) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class G Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class G Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (25) to distributions to the holders of the Class G Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (26) to distributions of interest to the holders of the Class H Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (27) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class H Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class H Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (28) to distributions to the holders of the Class H Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (29) to distributions of interest to the holders of the Class J Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (30) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class J Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class J Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (31) to distributions to the holders of the Class J Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (32) to distributions of interest to the holders of the Class K Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (33) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class K Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class K Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; S-236 (34) to distributions to the holders of the Class K Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (35) to distributions of interest to the holders of the Class L Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (36) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class L Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class L Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (37) to distributions to the holders of the Class L Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (38) to distributions of interest to the holders of the Class M Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (39) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class M Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class M Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (40) to distributions to the holders of the Class M Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (41) to distributions of interest to the holders of the Class N Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (42) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class N Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class N Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (43) to distributions to the holders of the Class N Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; (44) to distributions of interest to the holders of the Class O Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (45) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class O Certificates in an amount (not to exceed then outstanding Certificate Balance of the Class O Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; S-237
Wells Fargo Commercial Mortgage Securities
Filed: 18 Oct 04, 12:00am