The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary 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 MARCH 4, 2005 PRELIMINARY PROSPECTUS SUPPLEMENT (TO ACCOMPANY PROSPECTUS DATED MARCH 4, 2005) $2,215,657,000 (APPROXIMATE) (OFFERED CERTIFICATES) WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C17 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. (DEPOSITOR) - -------------------------------------------------------------------------------- YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-42 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 March 4, 2005. - -------------------------------------------------------------------------------- THE TRUST FUND: o As of March 11, 2005, the mortgage loans included in the trust fund will have an aggregate principal balance of approximately $2,808,561,259. o The trust fund will consist of a pool of 229 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 or acquired by Wachovia Bank, National Association, Countrywide Commercial Real Estate Finance, Inc., Citigroup Global Markets Realty Corp. and Artesia Mortgage Capital Corporation. THE CERTIFICATES: o The trust fund will issue twenty-six classes of certificates. o Only the nine classes of offered certificates described in the following table are being offered by this prospectus supplement and the accompanying prospectus. EXPECTED ORIGINAL PERCENTAGE OF PASS-THROUGH S&P/MOODY'S/ CERTIFICATE CUT-OFF DATE RATE ASSUMED FINAL FITCH CLASS BALANCE(1) POOL BALANCE DESCRIPTION DISTRIBUTION DATE(2) CUSIP NO. RATING(3) - ---------------- ----------------- --------------- -------------- ---------------------- ----------- ------------- Class A-1 ...... $ 133,240,000 4.744% Fixed October 15, 2009 AAA/Aaa/AAA Class A-2 ...... $ 290,000,000 10.326% Fixed March 15, 2010 AAA/Aaa/AAA Class A-3 ...... $ 82,400,000 2.934% Fixed February 15, 2012 AAA/Aaa/AAA Class A-PB ..... $ 235,000,000 8.367% Fixed September 15, 2014 AAA/Aaa/AAA Class A-4 ...... $1,130,969,000 40.269% Fixed February 15, 2015 AAA/Aaa/AAA Class A-J ...... $ 193,088,000 6.875% Fixed March 15, 2015 AAA/Aaa/AAA Class B ........ $ 77,236,000 2.750% Fixed(4) March 15, 2015 AA/Aa2/AA Class C ........ $ 24,574,000 0.875% Fixed(4) March 15, 2015 AA-/Aa3/AA- Class D ........ $ 49,150,000 1.750% Fixed(4) March 15, 2015 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, Countrywide Securities Corporation and Citigroup Global Markets, Inc. are acting as co-lead managers for this offering. Countrywide Securities Corporation is acting as sole bookrunner with respect to % of the Class certificates. Citigroup Global Markets Inc. is acting as sole bookrunner with respect to % of the Class certificates. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the remainder of the Class certificates and all other classes of offered certificates. ABN AMRO Incorporated, Credit Suisse First Boston LLC and Goldman, Sachs & Co. are acting as co-managers for this offering. Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Citigroup Global Markets, Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC and Goldman, Sachs & Co. 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 March 1, 2005, before deducting expenses. We expect that delivery of the offered certificates will be made in book-entry form on or about March 30, 2005. WACHOVIA SECURITIES COUNTRYWIDE SECURITIES CORPORATION CITIGROUP ABN AMRO INCORPORATED CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO. March , 2005 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-C17 GEORGRAPHIC OVERVIEW OF MORTGAGE POOL(1) NEW YORK FLORIDA COLORADO IOWA 8 properties 28 properties 3 properties 4 properties $244,942,391 $151,885,266 $44,207,000 $39,019,035 8.7% of total 5.4% of total 1.6% of total 1.4% of total MASSACHUSETTS KENTUCKY ARIZONA ILLINOIS 14 properties 1 property 4 properties 6 properties $345,896,799 $3,900,000 $43,579,697 $75,818,770 12.3% of total 0.1% of total 1.6% of total 2.7% of total CONNECTICUT ALABAMA UTAH MINNESOTA 3 properties 6 properties 2 properties 6 properties $6,786,589 $60,129,514 $18,000,000 $23,949,572 0.2% of total 2.1% of total 0.6% of total 0.9% of total NEW JERSEY TENNESSEE SOUTHERN CALIFORNIA(2) WISCONSIN 5 properties 6 properties 16 properties 3 properties $110,353,653 $43,755,800 $187,088,986 $19,267,395 3.9% of total 1.6% of total 6.7% of total 0.7% of total DISTRICT OF COLUMBIA MISSISSIPPI CALIFORNIA INDIANA 5 properties 2 properties 20 properties 3 properties $177,259,053 $7,360,000 $283,038,986 $21,349,503 6.3% of total 0.3% of total 10.1% of total 0.8% of total MARYLAND ARKANSAS NORTHERN CALIFORNIA(2) MICHIGAN 4 properties 1 property 4 properties 6 properties $67,924,011 $2,431,000 $95,950,000 $42,889,081 2.4% of total 0.1% of total 3.4% of total 1.5% of total WEST VIRGINIA LOUISIANA NEVADA PENNSYLVANIA 1 property 2 properties 12 properties 8 properties $2,596,312 $6,242,000 $96,328,277 $43,800,469 0.1% of total 0.2% of total 3.4% of total 1.6% of total VIRGINIA TEXAS IDAHO 10 properties 48 properties 1 property $171,430,483 $224,543,504 $2,991,046 6.1% of total 8.0% of total 0.1% of total NORTH CAROLINA OKLAHOMA WASHINGTON 5 properties 14 properties 8 properties $55,849,234 $71,182,822 $50,185,106 2.0% of total 2.5% of total 1.8% of total SOUTH CAROLINA KANSAS SOUTH DAKOTA 3 properties 2 properties 2 properties $13,569,341 $23,571,397 $5,126,249 0.5% of total 0.8% of total 0.2% of total GEORGIA NEW MEXICO MISSOURI 12 properties 6 properties 2 properties $63,373,235 $28,100,564 $31,977,420 2.3% of total 1.0% of total 1.1% of total MORTGAGED PROPERTIES BY PROPERTY TYPE Retail 24.9% Multifamily 15.5% Hospitality 10.1% Mixed Use 5.2% Industrial 2.9% Special Purpose 1.8% Self Storage 0.7% Land 0.4% Office 38.4% GEORGRAPHIC 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 loan amounts (allocating the mortgage loan principal balance to each of those properties mortgaged 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 located in Northern or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernadino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California. [ ] >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 [PHOTO OMITTED] One & Two International [PHOTO OMITTED] Digital Realty Trust Portfolio, Various [PHOTO OMITTED] 450 West 33rd Street, New York, NY [PHOTO OMITTED] Olympia Portfolio, Various [PHOTO OMITTED] Tharaldson Pool I-B, Various [PHOTO OMITTED] 111 Massachusetts Avenue, Washington, DC [PHOTO OMITTED] Residence Inn Portfolio, Various [PHOTO OMITTED] MetroPlace III & IV, Fairfax, VA [PHOTO OMITTED] Tharaldson Pool I-A, Various [PHOTO OMITTED] 1001 Connecticut Avenue & 1701 K Street, Washington DC 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-42 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-272 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 March 2042. 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 Fitch, Inc. See "RATINGS" in this prospectus supplement. (4) The pass-through rate applicable to the Class B, Class C and Class D certificates for any distribution date will be subject to a maximum rate equal to the applicable weighted average net mortgage rate (calculated as described herein) for that date. S-2 TABLE OF CONTENTS PAGE ------ 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-11 THE MORTGAGE LOANS..................................................... S-27 RISK FACTORS........................................................... S-42 DESCRIPTION OF THE MORTGAGE POOL....................................... S-94 General .............................................................. S-94 Mortgage Loan History................................................. S-96 Certain Terms and Conditions of the Mortgage Loans..................... S-96 Assessments of Property Condition...................................... S-102 Co-Lender Loans........................................................ S-103 Mezzanine Loans........................................................ S-115 Additional Mortgage Loan Information................................... S-115 Twenty Largest Mortgage Loans.......................................... S-146 The Mortgage Loan Sellers.............................................. S-199 Underwriting Standards................................................. S-200 Assignment of the Mortgage Loans; Repurchases and Substitutions........ S-201 Representations and Warranties; Repurchases and Substitutions.......... S-203 Repurchase or Substitution of Cross-Collateralized Mortgage Loans...... S-206 Changes in Mortgage Pool Characteristics............................... S-207 SERVICING OF THE MORTGAGE LOANS......................................... S-208 General................................................................ S-208 The Master Servicer and the Special Servicer........................... S-209 Servicing and Other Compensation and Payment of Expenses............... S-212 Modifications, Waivers and Amendments.................................. S-214 The Controlling Class Representative................................... S-216 Defaulted Mortgage Loans; REO Properties; Purchase Option.............. S-220 Inspections; Collection of Operating Information....................... S-221 DESCRIPTION OF THE CERTIFICATES......................................... S-223 General................................................................ S-223 Registration and Denominations......................................... S-223 Certificate Balances and Notional Amounts.............................. S-225 Pass-Through Rates..................................................... S-228 Distributions.......................................................... S-231 Subordination; Allocation of Losses and Certain Expenses............... S-242 P&I Advances........................................................... S-245 Appraisal Reductions................................................... S-247 Reports to Certificateholders; Available Information................... S-249 Assumed Final Distribution Date; Rated Final Distribution Date......... S-253 Voting Rights.......................................................... S-254 Termination............................................................ S-254 The Trustee............................................................ S-255 S-3 PAGE ------ YIELD AND MATURITY CONSIDERATIONS ...................................... S-257 Yield Considerations .................................................. S-257 Weighted Average Life ................................................. S-260 USE OF PROCEEDS ........................................................ S-265 MATERIAL FEDERAL INCOME TAX CONSEQUENCES ............................... S-265 General ............................................................... S-265 Taxation of the Offered Certificates .................................. S-265 ERISA CONSIDERATIONS ................................................... S-266 LEGAL INVESTMENT ....................................................... S-269 METHOD OF DISTRIBUTION ................................................. S-269 LEGAL MATTERS .......................................................... S-271 RATINGS ................................................................ S-271 INDEX OF DEFINED TERMS ................................................. S-272 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 Characteristic 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 A-6 Choice Center Debt Service Payment Schedule .................... A-6 ANNEX B Form of Distribution Date Statement ............................ B-1 ANNEX C Class X-P Reference Rate Schedule .............................. C-1 ANNEX D Class A-PB Planned Principal Balance Schedule .................. D-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-PB, 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 (WHICH IS MARCH 11, 2005, WITH RESPECT TO 222 MORTGAGE LOANS, MARCH 1, 2005, WITH RESPECT TO 1 MORTGAGE LOAN, MARCH 4, 2005, WITH RESPECT TO 2 MORTGAGE LOANS AND MARCH 6, 2005, WITH RESPECT TO 4 MORTGAGE LOANS), 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 TWO (2) MORTGAGE LOANS, THE ONE & TWO INTERNATIONAL PLACE MORTGAGE LOAN AND THE 450 WEST 33RD STREET MORTGAGE LOAN, ARE EACH PART OF A SPLIT LOAN STRUCTURE WHERE ONE (1) COMPANION LOAN THAT IS PART OF THIS SPLIT LOAN STRUCTURE IS OR WILL BE PARI PASSU IN RIGHT OF ENTITLEMENT TO PAYMENT WITH THE RELATED MORTGAGE LOAN. SEVEN (7) 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 WILL NOT BE ASSETS OF THE TRUST FUND AND WILL BE BENEFICIALLY OWNED BY THE HOLDER OF SUCH COMPANION LOAN. 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 2005-C17, 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 BALANCE OR OF CUT-OFF PASS-THROUGH NOTIONAL DATE POOL CREDIT RATE CLASS AMOUNT(1) BALANCE SUPPORT DESCRIPTION - ------------------- ----------------- ------------ ------------ -------------- Class A-1 ......... $ 133,240,000 4.744% 20.000% Fixed Class A-2 ......... $ 290,000,000 10.326% 20.000% Fixed Class A-3 ......... $ 82,400,000 2.934% 20.000% Fixed Class A-PB ........ $ 235,000,000 8.367% 20.000% Fixed Class A-4 ......... $ 1,130,969,000 40.269% 20.000% Fixed Class A-J ......... $ 193,088,000 6.875% 13.125% Fixed Class B ........... $ 77,236,000 2.750% 10.375% Fixed(4) Class C ........... $ 24,574,000 0.875% 9.500% Fixed(4) Class D ........... $ 49,150,000 1.750% 7.750% Fixed(4) Class A-1A ....... $ 375,240,000 13.361% 20.000% Fixed Class E .......... $ 28,086,000 1.000% 6.750% Fixed(4) Class F .......... $ 28,085,000 1.000% 5.750% WAC(6) Class G .......... $ 31,597,000 1.125% 4.625% WAC(6) Class H .......... $ 38,618,000 1.375% 3.250% WAC(6) Class J .......... $ 7,021,000 0.250% 3.000% Fixed(4) Class K .......... $ 10,532,000 0.375% 2.625% Fixed(4) Class L .......... $ 14,043,000 0.500% 2.125% Fixed(4) Class M .......... $ 7,021,000 0.250% 1.875% Fixed(4) Class N .......... $ 7,022,000 0.250% 1.625% Fixed(4) Class O .......... $ 7,021,000 0.250% 1.375% Fixed(4) Class P .......... $ 38,618,258 1.375% 0.000% Fixed(4) Class X-P ........ $ 2,701,179,000 N/A N/A WAC-IO Class X-C ........ $ 2,808,561,258 N/A N/A WAC-IO INITIAL WEIGHTED CASH FLOW PASS- AVERAGE OR PRINCIPAL EXPECTED THROUGH LIFE WINDOW S&P/MOODY'S/FITCH CLASS RATE (YEARS)(2) (MON./YR.)(2) RATING(3) - ------------------- ----------- ------------ ------------------ ------------------ Class A-1 ......... % 2.65 04/05 - 10/09 AAA/Aaa/AAA Class A-2 ......... % 4.86 10/09 - 03/10 AAA/Aaa/AAA Class A-3 ......... % 6.81 12/11 - 02/12 AAA/Aaa/AAA Class A-PB ........ % 7.46 03/10 - 09/14 AAA/Aaa/AAA Class A-4 ......... % 9.77 09/14 - 02/15 AAA/Aaa/AAA Class A-J ......... % 9.92 02/15 - 03/15 AAA/Aaa/AAA Class B ........... % 9.96 03/15 - 03/15 AA/Aa2/AA Class C ........... % 9.96 03/15 - 03/15 AA--/Aa3/AA-- Class D ........... % 9.96 03/15 - 03/15 A/A2/A Class A-1A ....... % (5) (5) AAA/Aaa/AAA Class E .......... % (5) (5) A--/A3/A-- Class F .......... % (5) (5) BBB+/Baa1/BB+ Class G .......... % (5) (5) BBB/Baa2/BBB Class H .......... % (5) (5) BBB--/Baa3/BBB-- Class J .......... % (5) (5) BB+/Ba1/BB+ Class K .......... % (5) (5) BB/Ba2/BB Class L .......... % (5) (5) BB--/Ba3/BB-- Class M .......... % (5) (5) B+/B1/B+ Class N .......... % (5) (5) B/B2/B Class O .......... % (5) (5) B--/B3/B-- Class P .......... % (5) (5) NR Class X-P ........ % (7) (7) AAA/Aaa/AAA Class X-C ........ % (7) (7) 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 Fitch, Inc. See "RATINGS" in this prospectus supplement. (4) The pass-through rates applicable to the Class B, Class C, Class D, Class E, 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 equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for that date. (5) 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. (6) The pass-through rate applicable to the Class F, Class G and Class H certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for that date. S-6 (7) The Class X-C and Class X-P certificates are not offered by this prospectus supplement. Any information we provide in this prospectus supplement regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class X-C and Class X-P certificates will not have certificate balances and their holders will not receive distributions of principal, but these holders are entitled to receive payments of the aggregate interest accrued on the notional amount of 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 [ ] 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 March 1, 2005, by and among the depositor, the master servicer, the special servicer 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, 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, Countrywide Commercial Real Estate Finance, Inc., Citigroup Global Markets Realty Corp. 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 or acquired 152 of the mortgage loans to be included in the trust fund, representing 64.3% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund (128 mortgage loans in loan group 1 or 62.5% and 24 mortgage loans in loan group 2 or 75.7%). Countrywide Commercial Real Estate Finance, Inc. originated 15 of the mortgage loans to be included in the trust fund, representing 14.4% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund (14 mortgage loans in loan group 1 or 16.2% and 1 mortgage loan in loan group 2 or 2.4%). Citigroup Global Markets Realty Corp. originated 21 of the mortgage loans to be included in the trust fund, representing 13.3% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund (18 mortgage loans in loan group 1 S-8 or 13.3% and 3 mortgage loans in loan group 2 or 13.2%). Artesia Mortgage Capital Corporation originated 41 of the mortgage loans to be included in the trust fund, representing 8.0% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund (36 mortgage loans in loan group 1 or 7.9% and 5 mortgage loans in loan group 2 or 8.6%). THE MASTER SERVICER........... Wachovia Bank, National Association. The master servicer is our affiliate, one of the mortgage loan sellers 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 included in the trust fund and the companion loans which are not part of the trust fund. See "SERVICING OF THE MORTGAGE LOANS--The Master Servicer and the Special Servicer" in this prospectus supplement. THE SPECIAL SERVICER.......... Initially, Allied Capital Corporation. The special servicer will be responsible for performing certain servicing functions with respect to the mortgage 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 Cabrillo Palisades whole loan and the Great Wolf Resorts whole 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 Cabrillo Palisades whole loan and the Great Wolf Resorts whole loan, except during the continuance of a control appraisal period under the related intercreditor agreement, the holder of the subordinate companion loan related to the Cabrillo Palisades whole loan or the Great Wolf Resorts whole loan, as applicable may appoint or remove the special servicer with respect to the Cabrillo Palisades whole loan or the Great Wolf Resorts whole loan, subject to certain conditions. 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 Allied Capital Corporation or an affiliate of Allied Capital Corporation, 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. S-9 THE TRUSTEE................... Wells Fargo Bank, N.A. The trustee will be responsible for (among other things) distributing payments to certificateholders and delivering to certificateholders certain reports on the mortgage loans 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, Countrywide Securities Corporation, Citigroup Global Markets Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC and Goldman, Sachs & Co. Wachovia Capital Markets, LLC is our affiliate and is an affiliate of Wachovia Bank, National Association, which is the master servicer and one of the mortgage loan sellers. Countrywide Securities Corporation is an affiliate of Countrywide Commercial Real Estate Finance, Inc., one of the mortgage loan sellers. Citigroup Global Markets, Inc. is an affiliate of Citigroup Global Markets Realty Corp., one of the mortgage loan sellers. Wachovia Capital Markets, LLC, Countrywide Securities Corporation and Citigroup Global Markets Inc. are acting as co-lead managers for this offering. Countrywide Securities Corporation is acting as sole bookrunner with respect to % of the Class certificates. Citigroup Global Markets Inc. is acting as sole bookrunner with respect to % of the Class certificates. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the remainder of the Class certificates and all other classes of offered certificates. ABN AMRO Incorporated, Credit Suisse First Boston LLC and Goldman, Sachs & Co. are acting as co-managers for this offering. IMPORTANT DATES AND PERIODS CLOSING DATE.................. On or about March 30, 2005. CUT-OFF DATE.................. For 222 mortgage loans, representing 94.5% of the mortgage pool (190 mortgage loans in loan group 1 or 94.0% and 32 mortgage loans in loan group 2 or 97.6%), March 11, 2005; for 1 mortgage loan, representing 0.3% of the mortgage pool (0.3% of loan group 1), March 1, 2005; for 2 mortgage loans, representing 1.2% of the mortgage pool (1.4% of loan group 1), March 4, 2005; and for 4 mortgage loans, representing 4.0% of the mortgage pool (3 mortgage loans in loan group 1 or 4.3% and 1 mortgage loan in loan group 2 or 2.4%), March 6, 2005. 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. S-10 DISTRIBUTION DATE............. The fourth business day following the related determination date, commencing in April 2005. 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 April 2005. 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 9 classes of certificates of our Commercial Mortgage Pass-Through Certificates, Series 2005-C17 pursuant to this prospectus supplement: Class A-1 Class A-2 Class A-3 Class A-PB Class A-4 Class A-J Class B Class C Class D PRIORITY OF DISTRIBUTIONS..... On each distribution date, the owners of the certificates will be entitled to distributions of payments or other collections on the mortgage loans that the master servicer collected or that the master servicer and/or the trustee 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-PB, 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) 4 mortgage loans that are secured by multifamily properties; and o Loan group 2 will consist of 33 mortgage loans that are secured by multifamily properties. S-11 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, Class A-PB 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. ----------------------------------------------- ----------------------------------------------- Principal of the Class A-PB certificates, up to the principal distribution amount related to loan group 1, until the certificate balance of the Class A-PB certificates is reduced to the planned principal balance set forth in the table on Annex D to this prospectus supplement, 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 the certificate balance of the Class A-PB certificates is reduced to the planned principal balance set forth in the table on Annex D to this prospectus supplement. ----------------------------------------------- ----------------------------------------------- After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB certificates as set forth in the priority immediately preceding, principal of the Class A-1 certificates, up to the remaining 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 and the Class A-PB certificates have been made, until their certificate balance is reduced to zero. ----------------------------------------------- S-12 ----------------------------------------------- After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB and Class A-1 certificates as set forth in the immediately preceding priorities, principal of the Class A-2 certificates, up to the remaining 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, Class A-PB and Class A-1 certificates have been made, until their certificate balance is reduced to zero. ----------------------------------------------- ----------------------------------------------- After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB, Class A-1 and Class A-2 certificates as set forth in the immediately preceding priorities, principal of the Class A-3 certificates, up to the remaining 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, Class A-PB, Class A-1 and Class A-2 certificates have been made, until their certificate balance is reduced to zero. ----------------------------------------------- ----------------------------------------------- After distributions of principal have been made from the principal distribution amount related to loan group 1 to the Class A-PB, Class A-1, Class A-2 and Class A-3 certificates as set forth in the immediately preceding priorities, principal of the Class A-PB certificates, up to the remaining 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, Class A-1, Class A-2 and Class A-3 certificates have been made, until their certificate balance is reduced to zero. ----------------------------------------------- S-13 ----------------------------------------------- After distributions of principal have been made from the principal distribution amount related to loan group 1 to the Class A-1, Class A-2, Class A-3 and Class A-PB certificates as set forth in the immediately preceding priorities, principal of the Class A-4 certificates, up to the remaining 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, Class A-PB, Class A-1, Class A-2 and Class A-3 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-1, Class A-2, Class A-3, Class A-PB and Class A-4 certificate balances have been reduced to zero, the principal distribution amount relating to loan group 1 remaining after payments to the Class A-1, Class A-2, Class A-3, Class A-PB and Class A-4 certificates have been made, until their certificate balance is reduced to zero. ----------------------------------------------- ----------------------------------------------- Reimbursement to the Class A-1, Class A-2, Class A-3, Class A-PB, 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 A-J certificates. ----------------------------------------------- ----------------------------------------------- Principal of the Class A-J certificates, up to the principal distribution amount, until their certificate balance is reduced to zero. ----------------------------------------------- ----------------------------------------------- Reimbursement to the Class A-J certificates for any realized losses and trust fund expenses borne by such class. ----------------------------------------------- S-14 ----------------------------------------------- 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 A-J through Class P certificates have been reduced to zero, but any two or more of the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A certificates remain outstanding, distributions of principal (other than distributions of principal otherwise allocable to reduce the certificate balance of the Class A-PB certificates to the planned principal amount set forth in the table on Annex D to this prospectus supplement) and interest will be made, pro rata, to the outstanding Class A-1, Class A-2, Class A-3, Class S-15 A-PB, Class A-4 and Class A-1A certificates. See "DESCRIPTION OF THE CERTIFICATES-- Distributions" in this prospectus supplement. No companion loan will be part of the trust fund, and amounts received with respect to any companion loan 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 class of these 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 each class of these certificates immediately prior to that distribution date; o plus any interest that this 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) that class' share of any shortfalls in interest collections due to prepayments on mortgage loans included in the trust fund that are not offset by certain payments made by the master servicer; and o minus (other than in the case of the Class X-C and Class X-P certificates) that class' allocable share of any reduction in interest accrued on any mortgage loan 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 that distribution date to the Class A-1, Class A-2, Class A-3, Class A-PB, 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, Class A-PB 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. The notional amounts of each of these classes of S-16 certificates are calculated as described under "DESCRIPTION OF THE CERTIFICATES--Certificate Balances and Notional Amounts" in this prospectus supplement. 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, Class X-P, Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 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. These distributions are in addition to the distributions of 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 and Class X-P certificates is described under "DESCRIPTION OF THE CERTIFICATES--Pass-Through Rates" in this prospectus supplement. The weighted average net mortgage rate for each distribution date is the weighted average of the net mortgage rates for the mortgage loans 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 S-17 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 that mortgage loan will be calculated without regard to that 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 that 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. The stated principal balance of each mortgage loan included in the trust fund will generally equal the principal 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 that mortgage loan; and o the principal portion of any realized loss incurred in respect of that 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 S-18 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, Class A-PB 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; provided, however, the Class A-1, Class A-2, Class A-3 and Class A-4 certificates will not be entitled to distributions of principal from either loan group 1 or loan group 2 until the certificate principal balance of the Class A-PB certificates is reduced to the planned principal balance set forth on Annex D to this prospectus supplement; o principal is distributed to each class of certificates entitled to receive distributions of principal in the order described in "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement; o principal is only distributed on a related class of certificates to the extent funds remain after the trustee makes all distributions of principal and interest on those classes of certificates with a higher priority of distribution as described under "DESCRIPTION OF THE CERTIFICATES-- Distributions" in this prospectus supplement; o generally, no class of certificates is entitled to distributions of principal until the certificate balance of each class of certificates with a higher priority of distribution as described under "DESCRIPTION OF THE CERTIFICATES--Distributions" in this prospectus supplement has been reduced to zero; and o in no event will holders of the Class A-J, Class B, Class C or Class D certificates or the 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 S-19 A-3, Class A-PB, 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 those 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; o all liquidation proceeds, insurance proceeds, condemnation awards and repurchase and substitution amounts received during the related collection period that are allocable to principal; and o for purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-PB, 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, 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, prior to, in the case of nonrecoverable advances only, being deemed reimbursed out of payments and other collections of interest otherwise distributable on the certificates. SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES.. Credit support for any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is provided by the subordination of payments and allocation of any losses to such classes of certificates which have a later priority of distribution (other than the Class X-C and Class X-P certificates) and, with respect to the Class A-1, Class A-2, Class S-20 A-3, Class A-PB, Class A-4, and Class A-1A certificates, the Class A-J certificates. 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 that class of certificates on that 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) that are not offered by this prospectus supplement and then to the offered certificates and the Class A-1A certificates as indicated on the following table. ORDER OF PERCENTAGE APPLICATION ORIGINAL OF CUT-OFF OF LOSSES CERTIFICATE DATE POOL AND CLASS DESIGNATION BALANCE BALANCE EXPENSES - --------------------------------- ----------------- ------------ ------------ Class A-1 ..................... $ 133,240,000 4.744% 6 Class A-2 ..................... $ 290,000,000 10.326% 6 Class A-3 ..................... $ 82,400,000 2.934% 6 Class A-PB .................... $ 235,000,000 8.367% 6 Class A-4 ..................... $1,130,969,000 40.269% 6 Class A-1A .................... $ 375,240,000 13.361% 6 Class A-J ..................... $ 193,088,000 6.875% 5 Class B ....................... $ 77,236,000 2.750% 4 Class C ....................... $ 24,574,000 0.875% 3 Class D ....................... $ 49,150,000 1.750% 2 Other non-offered certificates (excluding the Class A-1A, Class X-C, Class X-P, Class R-I, Class R-II and Class Z certificates) ....... $ 217,664,258 7.750% 1 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-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H 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, with regard to the mortgage loans with pari passu companion loans, any losses and expenses that are associated with the applicable S-21 whole loan will be allocated in accordance with the terms of the related intercreditor agreement, pro rata between each related mortgage loan (and therefore to the certificates other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) and its related pari passu companion loan. Further, with regard to the mortgage loans with subordinate companion loans, any losses and expenses that are associated with the applicable whole loan will be allocated, in accordance with the terms of the related intercreditor agreement, generally, first, to the subordinate companion loan, and second, to the related mortgage 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 2005-C17 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 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 that 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 those 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 that class of certificates over the relevant discount rate, and the denominator of which is equal to the excess, if any, of the mortgage interest rate of the prepaid mortgage loan over the relevant discount rate; and o a fraction, the numerator of which is equal to the amount of principal distributable on that class of certificates on that distribution date, and the denominator of which is the principal distribution amount for that 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 that 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 S-22 foregoing entitlements. The portion, if any, of the prepayment premiums or yield maintenance charges remaining after any payments described above will be distributed as follows: (a) on or before the distribution date in March 2012, 20% to the holders of the Class X-P certificates and 80% to the holders of the Class X-C certificates and (b) thereafter, 100% 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 U.S. 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 fund. o In the event that there are two or more such U.S. 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 U.S. 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 ALLOCATION PERCENTAGE APPLICABLE CLASS FOR CLASS X-P FOR CLASS X-C - ------------------ ----------------------- ---------------------- 6% -- 5% (100% -- 33 1/3%) x (100% - 33 1/3%) x - --------- = 33 1/3% 8% -- 5% 20% = 13 1/3% 80% = 53 1/3% See "DESCRIPTION OF THE CERTIFICATES-- Distributions--Allocation of Prepayment Premiums and Yield Maintenance Charges". 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, this interest will not be available to provide credit support for other classes of certificates or offset any interest shortfalls. ADVANCING OF PRINCIPAL AND INTEREST.................. 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 unless the master servicer or the special servicer determines that the advance would not be recoverable from proceeds of the related S-23 mortgage loan. If the master servicer fails to do so, the trustee is required to make a principal and interest cash advance of such scheduled payment of principal and interest. 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. 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. Any principal and/or interest cash advance on any pari passu companion loan will not be recoverable by the master servicer from the trust fund. Neither the master servicer nor the trustee will be required to make an advance with respect to any subordinate companion loan. Additionally, the Trustee will not be required to make an advance with respect to any companion loan. See "DESCRIPTION OF THE CERTIFICATES--P&I Advances" in this prospectus supplement. 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 is less than 1.0% of the aggregate principal balance of the pool of mortgage loans 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-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D certificates have been paid in full and all of the remaining certificates, other than the Class Z certificates and the REMIC residual certificates are held by a single certificateholder. See "DESCRIPTION OF THE CERTIFICATES--Termination" in this prospectus supplement. S-24 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-PB, Class A-4, Class A-J, 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 related mortgage loan that provides for the accrual of such additional interest if the unamortized principal 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. S-25 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-PB Class A-4 Class A-J Class B Class C Class D This is based on individual prohibited transaction exemptions granted to each of Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Citigroup Global Markets, Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC and Goldman, Sachs & Co. by the U.S. 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, ownership and sale of the offered certificates. See "LEGAL INVESTMENT" in this prospectus supplement and in the accompanying prospectus. S-26 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 Fitch, Inc.: EXPECTED RATING FROM CLASS S&P/MOODY'S/FITCH - ---------------------- --------------------- Class A-1 .......... AAA/Aaa/AAA Class A-2 .......... AAA/Aaa/AAA Class A-3 .......... AAA/Aaa/AAA Class A-PB ......... AAA/Aaa/AAA Class A-4 .......... AAA/Aaa/AAA Class A-J .......... AAA/Aaa/AAA Class B ............ AA/Aa2/AA Class C ............ AA--/Aa3/AA-- 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. The 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 in this prospectus supplement (including cut-off date balance per square foot/unit/room, loan-to-value ratios and debt service coverage ratios) with respect to the 7 mortgage loans with subordinate companion loans is calculated without regard to the related subordinate companion loans, as the case may be. With respect to loan numbers 1 and 2, 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. All percentages of the mortgage loans, or any specified group of mortgage loans, referred to in this prospectus supplement are approximate percentages. S-27 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 ......................... 229 196 33 Number of crossed loan pools(1) ...................... 13 12 2 Number of mortgaged properties .................... 291 258 33 Aggregate balance of all mortgage loans ................ $2,808,561,259 $2,433,320,810 $375,240,449 Number of mortgage loans with balloon payments(2) ...... 148 116 32 Aggregate balance of mortgage loans with balloon payments(2) ........... $2,223,603,223 $1,875,837,775 $347,765,449 Number of mortgage loans with anticipated repayment dates(3) ............ 38 38 0 Aggregate balance of mortgage loans with anticipated repayment dates(3) ...................... $ 257,117,677 $ 257,117,677 $ 0 Number of fully amortizing mortgage loans ..... 6 6 0 Aggregate balance of fully amortizing mortgage loans ......................... $ 26,215,109 $ 26,215,109 $ 0 Number of non-amortizing mortgage loans ................ 37 36 1 Aggregate balance of non-amortizing mortgage loans ................ $ 301,625,250 $ 274,150,250 $ 27,475,000 Average mortgage loan balance ....................... $ 12,264,460 $ 12,414,902 $ 11,370,923 Minimum mortgage loan balance ....................... $ 1,157,979 $ 1,157,979 $ 1,772,482 Maximum mortgage loan balance ....................... $ 216,000,000 $ 216,000,000 $ 28,000,000 Maximum balance for a group of cross-collateralized and cross-defaulted loans ......... $154,335,917(4) $ 154,335,917(4) $ 28,000,000(5) Weighted average cut-off date loan-to-value ratio(6) ...................... 70.1% 69.3% 74.8% Minimum cut-off date loan-to-value ratio ........... 26.5% 26.5% 66.4% S-28 ALL MORTGAGE LOAN LOAN LOANS GROUP 1 GROUP 2 ------------- ----------- ------------ Maximum cut-off date loan-to-value ratio .......... 81.0% 81.0% 80.0% Weighted average underwritten debt service coverage ratio(7)..... 1.53x 1.56x 1.31x Minimum underwritten debt service coverage ratio ........................ 1.20x 1.20x 1.20x Maximum underwritten debt service coverage ratio ........................ 4.59x 4.59x 1.73x Weighted average loan-to-value ratio at stated maturity or anticipated repayment date(6) ...................... 59.9% 58.8% 67.0% Weighted average mortgage interest rate ....... 5.420% 5.433% 5.334% Minimum mortgage interest rate ................ 4.620% 4.620% 4.930% Maximum mortgage interest rate ................ 6.880% 6.880% 5.840% Weighted average remaining term to maturity or anticipated repayment date (months) ...... 111 111 108 Minimum remaining term to maturity or anticipated repayment date (months) ................ 50 55 50 Maximum remaining term to maturity or anticipated repayment date (months) ................ 262 262 120 Weighted average occupancy rate(8) ............ 92.4% 92.0% 95.0% ------ ------ ------ ---------- (1) One (1) group of crossed loan pools consists of mortgage loans in both loan groups. (2) Does not include mortgage loans with anticipated repayment dates or mortgage loans that are interest-only for their entire term. (3) Does not include mortgage loans that are interest-only for their entire term. (4) Consists of a group of 6 individual mortgage loans (loan numbers 11, 16, 18, 45, 63 and 84). (5) Loan group 2 contains 1 mortgage loan (loan number 24), which is crossed with 1 mortgage loan (loan number 60) in loan group 1. (6) For purposes of determining the loan-to-value ratio of 1 mortgage loan (loan number 57), representing 0.5% of the cut-off date pool balance, such ratio was adjusted by taking into account an amount available under a letter of credit. (7) For purposes of determining the debt service coverage ratio of 4 mortgage loans (loan numbers 57, 58, 82 and 169), representing 1.3% of the cut-off date pool balance, such ratio was adjusted by taking into account an amount available in cash reserves or under a letter of credit. (8) Excludes 19 mortgage loans secured by hospitality properties, representing 10.1% of the mortgage pool (11.7% of loan group 1) and 1 mortgage loan secured by a special purpose property, representing 1.5% of the mortgage pool (1.7% of loan group 1). S-29 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 and/or leasehold mortgages on commercial properties or multifamily properties. 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 ............................... 39 $1,079,253,946 38.4% 44.4% 0.0% Retail ............................... 114 699,471,581 24.9 28.7 0.0 Retail - Anchored ................... 91 581,374,195 20.7 23.9 0.0 Retail - Unanchored ................. 15 78,980,225 2.8 3.2 0.0 Retail - Shadow Anchored(2) ......... 8 39,117,161 1.4 1.6 0.0 Multifamily .......................... 37 434,740,449 15.5 2.4 100.0 Hospitality(3) ....................... 56 285,026,438 10.1 11.7 0.0 Mixed Use ............................ 5 147,352,188 5.2 6.1 0.0 Industrial ........................... 29 80,460,737 2.9 3.3 0.0 Special Purpose(4) ................... 5 51,799,250 1.8 2.1 0.0 Self Storage ......................... 3 20,364,780 0.7 0.8 0.0 Land(5) .............................. 3 10,091,890 0.4 0.4 0.0 --- -------------- ----- ----- ----- TOTAL ............................... 291 $2,808,561,259 100.0% 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 classified as shadow anchored if it is located in close proximity to an anchored retail property. (3) With regard to 1 mortgage loan (loan number 5), the mortgaged property includes the fee interest in land which the ground tenant has improved and leased as 13 limited service hotels, the source of funds for which mortgaged loan is the ground rent payments made to the related borrower. The 13 hotels are not part of the loan collateral for that mortgaged loan, but the loan collateral for another mortgaged loan (loan number 3) does include those 13 hotels. (4) Specifically, 2 mortgaged properties that are operated as parking garages and 3 mortgaged properties that are used for childcare. (5) Specifically, the fee interest in land which the ground tenant has improved and leased as an unanchored retail building or restaurant. Neither of the retail building or restaurant is part of the loan collateral, and the sources of funds for loan repayment are the ground rent payments made to the related borrower. [GRAPHIC OMITTED] Retail 24.9% Multifamily 15.5% Hospitality 10.1% Mixed Use 5.2% Industrial 2.9% Special Purpose 1.8% Self Storage 0.7% Land 0.4% Office 38.4% S-30 GEOGRAPHIC CONCENTRATIONS..... The mortgaged properties are located throughout 38 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 - ----------------------- ------------ ---------------- -------------- MA .................. 14 $ 345,896,799 12.3% CA .................. 20 283,038,986 10.1 Southern(2) ....... 16 187,088,986 6.7 Northern(2) ....... 4 95,950,000 3.4 NY .................. 8 244,942,391 8.7 TX .................. 48 224,543,504 8.0 DC .................. 5 177,259,053 6.3 VA .................. 10 171,430,483 6.1 FL .................. 28 151,885,266 5.4 Other ............... 158 1,209,564,778 43.1 --- -------------- ----- TOTAL ............. 291 $2,808,561,259 100.0% === ============== ===== ---------- (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 located 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 and south of such counties were included in Southern California. S-31 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 - ----------------------- ------------ ---------------- -------------- MA .................. 12 $ 330,246,799 13.6% CA .................. 18 250,038,986 10.3 Southern(2) ....... 15 182,088,986 7.5 Northern(2) ....... 3 67,950,000 2.8 NY .................. 8 244,942,391 10.1 TX .................. 45 183,018,504 7.5 DC .................. 4 162,779,619 6.7 VA .................. 7 153,149,433 6.3 Other ............... 164 1,109,145,079 45.6 --- -------------- ----- TOTAL ............. 258 $2,433,320,810 100.0% === ============== ===== ---------- (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 located 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 and 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 - ----------------------- ------------ -------------- -------------- TX .................. 3 $ 41,525,000 11.1% AL .................. 2 38,676,355 10.3 FL .................. 2 34,475,414 9.2 CO .................. 2 34,207,000 9.1 CA .................. 2 33,000,000 8.8 Northern(2) ....... 1 28,000,000 7.5 Southern(2) ....... 1 5,000,000 1.3 TN .................. 2 32,600,000 8.7 MN .................. 4 18,964,628 5.1 Other ............... 16 141,792,051 37.8 -- ------------ ----- TOTAL ............. 33 $375,240,449 100.0% == ============ ===== ---------- (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 located 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 and south of such counties were included in Southern California. S-32 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, except that payments on 1 mortgage loan, representing 0.3% of the mortgage pool (0.3% of loan group 1), are due on the 1st day of the month, payments on 2 mortgage loans, representing 1.2% of the mortgage pool (1.4% of loan group 1), are due on the 4th day of the month, and payments on 4 mortgage loans, representing 4.0% of the mortgage pool (3 mortgage loans in loan group 1 or 4.3% and 1 mortgage loan in group 2 or 2.4%), are due on the 6th day of the month. No mortgage loan has a grace period that extends payment beyond the 11th day of any calendar month. o As of the cut-off date, 228 of the mortgage loans, representing 99.7% of the mortgage pool (195 mortgage loans in loan group 1 or 99.6% and all of the mortgage loans in loan group 2), accrue interest on an actual/360 basis and 1 of the mortgage loan, representing 0.3% of the mortgage pool (0.4% of loan group 1), accrues interest on a 30/360 basis. Ninety-two (92) of the mortgage loans, representing 52.1% of the mortgage pool (70 mortgage loans in loan group 1 or 48.7% and 22 mortgage loans in loan group 2 or 73.7%), have periods during which only interest is due and periods in which principal and interest are due. Thirty-seven (37) mortgage loans, representing 10.7% of the mortgage pool (36 mortgage loans in loan group 1 or 11.3% and 1 mortgage loan in loan group 2 or 7.3%), provide that only interest is due until maturity or the anticipated repayment date. One (1) mortgage loan, representing 1.5% of the mortgage pool (1.8% of loan group 1), provides that only interest is due until maturity unless certain financial conditions are not met, in which case principal and interest are due for the remaining term of such loan. 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: S-33 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 - ---------------------------------- ---------- ----------------- --------------- --------------- -------------- - - 2,000,000 ...................... 19 $ 31,066,229 1.1% 1.1% 1.0% 2,000,001 - 3,000,000 ............ 37 96,941,215 3.5 3.9 0.8 3,000,001 - 4,000,000 ............ 33 116,925,703 4.2 4.7 0.9 4,000,001 - 5,000,000 ............ 24 104,576,667 3.7 3.7 3.7 5,000,001 - 6,000,000 ............ 14 76,131,499 2.7 2.5 4.3 6,000,001 - 7,000,000 ............ 8 51,212,466 1.8 1.6 3.6 7,000,001 - 8,000,000 ............ 11 84,289,340 3.0 3.5 0.0 8,000,001 - 9,000,000 ............ 8 68,209,804 2.4 1.7 7.0 9,000,001 - 10,000,000 ........... 7 66,031,995 2.4 1.9 5.1 10,000,001 - 15,000,000 .......... 16 193,087,063 6.9 4.5 22.1 15,000,001 - 20,000,000 .......... 9 151,149,902 5.4 4.3 12.7 20,000,001 - 25,000,000 .......... 14 314,399,238 11.2 9.2 24.1 25,000,001 - 30,000,000 .......... 10 281,312,549 10.0 9.3 14.8 30,000,001 - 35,000,000 .......... 2 66,868,735 2.4 2.7 0.0 35,000,001 - 40,000,000 .......... 3 112,144,476 4.0 4.6 0.0 40,000,001 - 45,000,000 .......... 3 128,640,495 4.6 5.3 0.0 45,000,001 - 50,000,000 .......... 3 143,443,083 5.1 5.9 0.0 50,000,001 - 55,000,000 .......... 3 161,000,000 5.7 6.6 0.0 55,000,001 - 60,000,000 .......... 1 57,844,828 2.1 2.4 0.0 70,000,001 - 75,000,000 .......... 1 75,000,000 2.7 3.1 0.0 75,000,001 - 80,000,000 .......... 1 79,785,970 2.8 3.3 0.0 80,000,001 - 216,000,000 ......... 2 348,500,000 12.4 14.3 0.0 -- -------------- ----- ----- ----- TOTAL ........................... 229 $2,808,561,259 100.0% 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 - ----------------------- ---------- ----------------- --------------- --------------- -------------- 4.620 - 5.249 ......... 51 $1,109,311,000 39.5% 39.9% 36.9% 5.250 - 5.499 ......... 72 659,484,984 23.5 20.1 45.2 5.500 - 5.749 ......... 71 642,681,020 22.9 24.6 11.5 5.750 - 5.999 ......... 20 259,182,208 9.2 9.7 6.5 6.000 - 6.249 ......... 4 68,041,046 2.4 2.8 0.0 6.500 - 6.749 ......... 1 4,000,000 0.1 0.2 0.0 6.750 - 6.999 ......... 10 65,861,000 2.3 2.7 0.0 -- -------------- ----- ----- ----- TOTAL ................ 229 $2,808,561,259 100.0% 100.0% 100.0% === ============== ===== ===== ===== S-34 RANGE OF UNDERWRITTEN DSC RATIOS* AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF DSCR (X) OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - --------------------- ---------- ----------------- --------------- ----------------- ---------------- 1.20 - 1.24 ......... 49 $ 668,302,756 23.8% 20.1% 48.0% 1.25 - 1.29 ......... 40 384,202,356 13.7 13.6 14.2 1.30 - 1.34 ......... 23 328,678,455 11.7 12.2 8.6 1.35 - 1.39 ......... 21 194,072,683 6.9 6.7 8.0 1.40 - 1.44 ......... 13 184,839,836 6.6 7.1 3.1 1.45 - 1.49 ......... 9 121,107,964 4.3 4.5 2.8 1.50 - 1.54 ......... 11 129,892,214 4.6 3.7 10.4 1.55 - 1.59 ......... 10 96,962,875 3.5 3.3 4.2 1.60 - 1.64 ......... 2 11,700,000 0.4 0.5 0.0 1.65 - 1.69 ......... 1 4,380,000 0.2 0.2 0.0 1.70 - 1.74 ......... 5 33,232,856 1.2 1.2 0.8 1.75 - 1.79 ......... 3 226,747,688 8.1 9.3 0.0 1.85 - 1.89 ......... 3 53,596,399 1.9 2.2 0.0 1.90 - 1.94 ......... 3 5,120,533 0.2 0.2 0.0 2.05 - 2.09 ......... 2 66,940,318 2.4 2.8 0.0 2.10 - 2.14 ......... 1 40,000,000 1.4 1.6 0.0 2.15 - 2.19 ......... 1 3,000,000 0.1 0.1 0.0 2.20 - 2.24 ......... 6 17,582,760 0.6 0.7 0.0 2.25 - 2.29 ......... 4 9,707,000 0.3 0.4 0.0 2.30 - 3.79 ......... 21 225,994,564 8.0 9.3 0.0 3.80 - 4.59 ......... 1 2,500,000 0.1 0.1 0.0 -- -------------- ----- ----- ----- TOTAL .............. 229 $2,808,561,259 100.0% 100.0% 100.0% === ============== ===== ===== ===== - ---------- * For purposes of determining the debt service coverage ratio of 4 mortgage loans (loan numbers 57, 58, 82 and 169), representing 1.3% of the mortgage pool (3 mortgage loans in group 1 or 1.0% and 1 mortgage loan in group 2 or 3.5%), such ratio was adjusted taking into account an amount available in cash reserves or under a letter of credit. See "DESCRIPTION OF THE MORTGAGE POOL--Additional Mortgage Loan Information" in this prospectus supplements. RANGE OF CUT-OFF DATE LTV RATIOS* AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF RANGE OF CUT-OFF DATE NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIOS (%) OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - ----------------------- ---------- ----------------- --------------- ----------------- ---------------- 25.01 - 30.00 ......... 1 $ 2,500,000 0.1% 0.1% 0.0% 30.01 - 35.00 ......... 1 27,000,000 1.0 1.1 0.0 35.01 - 40.00 ......... 1 3,900,000 0.1 0.2 0.0 40.01 - 50.00 ......... 7 63,078,209 2.2 2.6 0.0 50.01 - 55.00 ......... 25 202,378,538 7.2 8.3 0.0 55.01 - 60.00 ......... 13 56,359,136 2.0 2.3 0.0 60.01 - 65.00 ......... 11 364,304,362 13.0 15.0 0.0 65.01 - 70.00 ......... 26 351,427,595 12.5 11.9 16.7 70.01 - 75.00 ......... 55 748,472,643 26.6 25.7 33.0 75.01 - 80.00 ......... 87 943,140,776 33.6 31.0 50.2 80.01 - 81.01 ......... 2 46,000,000 1.6 1.9 0.0 -- -------------- ----- ----- ----- TOTAL ................ 229 $2,808,561,259 100.0% 100.0% 100.0% === ============== ===== ===== ===== - ---------- * For purposes of determining the loan-to-value ratio of 1 mortgage loan (loan number 57), representing 0.5% of the mortgage pool (0.5% of loan group 1), such ratio was adjusted by taking into account an amount available under a letter of credit. S-35 RANGE OF REMAINING TERMS TO MATURITY DATE OR ANTICIPATED REPAYMENT DATE* AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF RANGE OF REMAINING TERMS NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE (MONTHS) OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - -------------------------- ---------- ---------------- --------------- ----------------- ---------------- 0 - 60 ................... 25 $ 306,665,129 10.9% 11.6% 6.7% 61 - 84 .................. 6 144,060,000 5.1 3.7 14.7 85 - 108 ................. 3 57,122,684 2.0 2.3 0.0 109 - 120 ................ 186 2,262,118,338 80.5 80.8 78.6 121 - 156 ................ 2 7,180,000 0.3 0.3 0.0 169 - 180 ................ 2 8,300,000 0.3 0.3 0.0 205 - 216 ................ 1 2,990,861 0.1 0.1 0.0 229 - 240 ................ 2 5,906,624 0.2 0.2 0.0 253 - 264 ................ 2 14,217,623 0.5 0.6 0.0 --- -------------- ----- ----- ----- TOTAL ................... 229 $2,808,561,259 100.0% 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 AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE AMORTIZATION TYPE OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - -------------------------------------------- ---------- ----------------- --------------- ----------------- ---------------- Interest-only, Amortizing Balloon* ......... 63 $1,263,248,000 45.0% 40.5% 73.7% Amortizing Balloon ......................... 85 960,355,223 34.2 36.5 18.9 Interest-only, Amortizing ARD* ............. 29 199,578,000 7.1 8.2 0.0 Interest-only, Balloon ..................... 9 177,775,000 6.3 7.3 0.0 Interest-only, ARD ......................... 28 123,850,250 4.4 4.0 7.3 Amortizing ARD ............................. 9 57,539,677 2.0 2.4 0.0 Fully Amortizing ........................... 6 26,215,109 0.9 1.1 0.0 -- -------------- ----- ----- ----- TOTAL ..................................... 229 $2,808,561,259 100.0% 100.0% 100.0% === ============== ===== ===== ===== - ---------- * These mortgage loans require payments of interest only for a period of 5 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 7 to 36 months for loan group 2. S-36 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 related mortgage note, interest will accrue at a higher rate and the related 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/ 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 AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF PREPAYMENT NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RESTRICTION TYPE OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - -------------------------------------- ---------- ----------------- --------------- ----------------- ---------------- Lockout/Defeasance ................... 202 $2,544,937,882 90.6% 92.1% 80.7% Lockout/Yield Maintenance ............ 24 192,023,377 6.8 4.9 19.3 Yield Maintenance .................... 2 69,000,000 2.5 2.8 0.0 Yield Maintenance/Defeasance ......... 1 2,600,000 0.1 0.1 0.0 --- -------------- ----- ----- ----- TOTAL ............................... 229 $2,808,561,259 100.0% 100.0% 100.0% === ============== ===== ===== ===== 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 S-37 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. DEFEASANCE.................... Two hundred three (203) of the mortgage loans included in the trust fund as of the cut-off date, representing 90.7% of the mortgage pool (176 mortgage loans in loan group 1 or 92.3% and 27 mortgage loans in loan group 2 or 80.7%), 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 or yield maintenance periods. Upon 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, these defeasance payments may cease at the beginning of the open prepayment period with respect to that mortgage loan, and the final payment on the defeasance collateral on such early prepayment date 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 One & Two International Place mortgage loan and the 450 West 33rd Street 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 One & Two International Place mortgage loan and the 450 West 33rd Street mortgage loan, as the case may be, and its related pari passu companion loans. No companion loan is included in the trust fund. S-38 NUMBER OF % OF MORTGAGE % OF APPLICABLE LOANS/ CUT-OFF CUT-OFF MORTGAGE NUMBER OF CUT-OFF DATE DATE LOAN MORTGAGED LOAN DATE POOL LOAN GROUP LOAN NAME SELLER PROPERTIES GROUP BALANCE (1) BALANCE BALANCE - --------------------------- ------------- ------------ ------- ----------------- --------- ------------ One & Two International Place....... Wachovia 1/1 1 $ 216,000,000 7.7% 8.9% Digital Realty Trust Portfolio ................ Citigroup 6/6 1 154,335,917 5.5 6.3 450 West 33rd Street ...... Wachovia 1/1 1 132,500,000 4.7 5.4 Olympia Portfolio ......... Wachovia 23/24 1 85,700,000 3.1 3.5 Tharaldson Pool I-B ....... Countrywide 1/13 1 79,785,970 2.8 3.3 111 Massachusetts Avenue ................... Wachovia 1/1 1 75,000,000 2.7 3.1 Residence Inn Portfolio #1 ............. Wachovia 10/10 1 65,861,000 2.3 2.7 Tharaldson Pool I-A ....... Countrywide 1/25 1 57,844,828 2.1 2.4 MetroPlace III & IV ....... Wachovia 1/1 1 55,000,000 2.0 2.3 1001 Connecticut Avenue & 1701 K Street ................. Wachovia 1/1 1 53,000,000 1.9 2.2 ----- -------------- ---- 46/83 $ 975,027,715 34.7% ===== ============== ==== Eastmont Town Center....... Countrywide 1/1 1 $ 53,000,000 1.9% 2.2% Great Wolf Resorts Pool ..................... Citigroup 1/2 1 49,843,594 1.8 2.0 Falchi Building ........... Wachovia 1/1 1 47,000,000 1.7 1.9 Gardner Tanenbaum Pool ..................... Countrywide 1/8 1 43,200,000 1.5 1.8 Cabrillo Palisades ........ Wachovia 1/1 1 43,000,000 1.5 1.8 201 West Madison .......... Countrywide 1/1 1 42,440,495 1.5 1.7 One Fair Oaks ............. Wachovia 1/1 1 40,000,000 1.4 1.6 Cadbury Schweppes ......... Wachovia 1/1 1 36,000,000 1.3 1.5 Santa Teresa Portfolio..... Countrywide 2/19 1 33,878,000 1.2 1.4 Choice Center ............. Wachovia 1/1 1 32,516,547 1.2 1.3 ----- ------- -------------- ---- 11/36 $ 420,878,636 15.0% ----- ============== ==== 57/119 $1,395,906,351 49.7% ====== ============== ==== LOAN CUT-OFF LTV BALANCE PER DATE RATIO AT PROPERTY SF/UNIT/ LTV MATURITY MORTGAGE LOAN NAME TYPE ROOM(2) DSCR(2) RATIO(2) OR ARD(2) RATE - --------------------------- ---------------------- ---------------- --------------- ---------- ----------- ----------- One & Two International Place....... Office - CBD $ 233 1.77 x 61.7% 53.7% 5.205% Digital Realty Trust Portfolio ................ Office/Mixed Use $ 109 1.55 x 67.3% 56.7% 5.649% 450 West 33rd Street ...... Office - CBD $ 158 1.22 x 68.8% 59.3% 5.100% Olympia Portfolio ......... Retail/Office $ 210 1.25 x 75.0% 58.6% 5.692% Hospitality - Limited Tharaldson Pool I-B ....... Service $ 55,561 2.36 x 54.3% 34.5% 5.158% 111 Massachusetts Avenue ................... Office - CBD $ 270 1.34 x 76.5% 65.0% 5.200% Residence Inn Hospitality - Portfolio #1 ............. Extended Stay $ 57,824 1.43 x 71.1% 58.6% 6.880% Hospitality - Limited Tharaldson Pool I-A ....... Service $ 42,553(3) 2.09 x 54.5% 34.6% 5.158% MetroPlace III & IV ....... Office - Suburban $ 162 1.53 x 64.6% 56.2% 5.210% 1001 Connecticut Avenue & 1701 K Street ................. Office - CBD $ 242 1.27 x 77.9% 71.9% 5.060% 1.58X 66.5% 55.0% 5.402% Mixed Use - Eastmont Town Center....... Office/Retail $ 90 1.31x(4) 71.1% 52.3% 6.240% Great Wolf Resorts Hospitality - Full Pool ..................... Service $ 88,690 3.08 x 42.0% 32.4% 5.835% Mixed Use - Falchi Building ........... Office/Industrial $ 74 1.21 x 82.5% 76.9% 5.800% Gardner Tanenbaum Industrial - Pool ..................... Warehouse/Flex $ 40 1.40 x 76.6% 63.9% 5.460% Multifamily - Cabrillo Palisades ........ Conventional $ 116,531 1.49 x 67.5% 67.5% 5.570% Special Purpose - 201 West Madison .......... Parking $ 110 1.38 x 74.6% 62.4% 5.500% One Fair Oaks ............. Office - Suburban $ 187 2.10 x 74.6% 74.6% 4.780% Cadbury Schweppes ......... Office - Flex $ 241 1.29 x 75.0% 62.7% 5.260% Santa Teresa Portfolio..... Industrial/Office $ 32 1.26 x 76.8% 72.8% 5.870% Choice Center ............. Office - Suburban $ 145 1.43 x 74.8% 56.3% 5.300% 1.62X 70.9% 61.4% 5.595% 1.60X 67.8% 56.9% 5.460% - ---------- (1) In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance. (2) Each of the One & Two International Place mortgage loan and the 450 West 33rd Street mortgage loan are part of a split loan structure containing 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 are based on the aggregate indebtedness of each of these mortgage loans together with the related pari passu companion loans. (3) Calculation excludes the Mortgaged Properties which are leased fee interest. (4) DSC Ratio calculation assumes a 22-year amortization schedule and the approval of the Alameda County Behavioral Health Care Services lease. 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. S-39 CO-LENDER LOANS............... Eight (8) mortgage loans to be included in the trust that were originated by Wachovia Bank, National Association, representing approximately 16.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (18.4% of loan group 1), are, in each case, evidenced by one of two notes which are secured by a single mortgaged real property. One (1) mortgage loan to be included in the trust that was originated by Citigroup Global Markets Realty Corp., representing approximately 1.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (2.0% of loan group 1), is evidenced by one of two notes which are secured by the same mortgaged real property. In each case, the related companion loan(s) will not be part of the trust fund. Two (2) of such mortgage loans, loan numbers 1 and 2 (the One & Two International Place mortgage loan and the 450 West 33rd Street mortgage loan) are each part of a split loan structure where one (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. In each case, the related companion loan(s) will not be part of the trust fund. Each of these mortgage loans and its related companion loan(s) are subject to intercreditor agreements. The intercreditor agreements for each of the One & Two International Place mortgage loan and the 450 West 33rd Street mortgage loan generally allocate collections in respect of such mortgage loans to the related mortgage loan and the related pari passu companion loan, on a pro rata basis. The intercreditor agreements for each of the mortgage loans with subordinate companion loans generally allocate collections in respect of such mortgage loans, first, to the related mortgage loan, and second, to the related subordinate companion loan. No companion loan is included in the trust fund. The master servicer and special servicers will service and administer these mortgage loans and their 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. With respect to 4 mortgage loans (loan numbers 80, 130, 125 and 145), the related intercreditor agreement allows the trust fund and the related companion loan to receive separate collections of principal and interest prior to any material defaults. Amounts attributable to any companion loan 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 S-40 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-41 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 purchase or repurchase). In addition, certain mortgage loans may permit prepayment without an accompanying prepayment premium or yield maintenance charge if the mortgagee elects to apply casualty or condemnation proceeds to the S-42 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-PB, Class A-4 and Class A-1A certificates will generally be based upon the particular loan group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2, Class A-3, Class A-PB 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. In addition, one (1) mortgage loan (loan number 13) provides that payments of interest only are due until maturity unless the related mortgaged property fails to achieve certain financial conditions, upon which failure payments of both principal and interest will become due for all or part the remaining term of that mortgage loan. Any payments of principal received with respect to this mortgage loan will allocated among the offered certificates entitled to distributions of principal. No prepayment premium or yield maintenance charge will be applicable to this payment of principal. 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 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 could be adversely affected if mortgage loans with higher mortgage interest rates pay faster than mortgage loans with lower mortgage interest rates, since those classes bear interest at a rate equal to, based upon or limited by the weighted average net mortgage rate of the mortgage loans. In addition, because there can be no assurances with respect to losses, prepayments and performance of the mortgage loans, there can be no assurance that distributions of principal on the Class A-PB certificates will be made in conformity S-43 with the schedule attached on Annex D to this prospectus supplement. 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 generally more likely to prepay if prevailing interest rates fall significantly below the mortgage interest rates of their mortgage loans. Mortgagors are generally 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 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. With respect to the Eastmont Town Center mortgage loan (loan number 8), representing 1.9% of the mortgage pool (2.2% of loan group 1), $4,200,000 was held back in escrow until the related mortgaged property achieves a 1.25x debt service coverage ratio and a 75% loan to value ratio on the entire loan amount. The related loan documents require that if the above tests have not been satisfied by the 36th month following the origination of the mortgage loan U.S. treasuries will be purchased with the $4,200,000 that was held back (as specified in the loan documents) and the monthly proceeds from such treasuries will be applied towards the payment of the scheduled monthly debt service (but will not be used to prepay the mortgage loan). 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 S-44 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 or a material document defect. 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. 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 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 S-45 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 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. S-46 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 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 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. 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-PB, 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 payment priority (and, with respect to the Class A-J, the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A 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 fund. 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 fund, 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 fund. The interests of those certificateholders may be in S-47 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, 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. Nine (9) of the mortgage loans, representing 17.7% of the mortgage pool (20.5% of loan group 1), are each evidenced by multiple promissory notes. With respect to 2 of these mortgage loans, representing 12.4% of the mortgage pool (14.3% of loan group 1), the related mortgage loans are evidenced by promissory notes that are pari passu in right of payment. In each case, the trust fund is comprised of only one of the pari passu notes. With respect to 7 of these mortgage loans, representing 5.3% of the mortgage pool (6.1% of loan group 1), the related mortgage loans are evidenced by one promissory note that is subordinate in right of payment to the other promissory note. In each case, the trust fund does not include the subordinate companion note. In each case, the holders of the subordinate companion notes and/or the pari passu companion notes (or, if applicable, the holders of beneficial interests in the pari passu companion notes and/or the subordinate companion notes) have certain control, consultation and/or consent rights with respect to the servicing and/or administration of these loans. In addition, such holders of the subordinate companion loans and/or the pari passu companion loans notes and/or the subordinate companion notes may have been granted various rights and powers pursuant to the related intercreditor agreement or other similar agreement, including cure rights and purchase options with respect to the related mortgage loans. In some cases, the foregoing rights and powers may be assignable or may be exercised through a representative or designee. Accordingly, these rights may potentially conflict with the interests of the certificateholders. 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. S-48 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 an affiliate of the depositor and is one of the underwriters and one of the mortgage loan sellers. These affiliations could cause conflicts with the master servicer's duties to the trust fund under the pooling and servicing agreement. However, the pooling and servicing agreement provides that the mortgage loans 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, or one of its affiliates, is also the initial holder of certain companion loans with respect to 2 mortgage loans, the One & Two International Place mortgage loan and the 450 West 33rd Street mortgage loan, representing 12.4% of the mortgage pool (14.3% of loan group 1). In addition, Wachovia Bank, National Association is also an equity owner of Capital Lease, LP, the holder of the companion loan with respect to the Cadbury Schweppes mortgage loan. Accordingly, a conflict may arise 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. 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 those interests. Further, Capital Lease, LP, the holder of the companion loan with respect to the Cadbury Schweppes mortgage loan, is S-49 also the sponsor of the related borrower. The Cadbury Schweppes mortgage loan represents 1.3% of the mortgage pool (1.5% of loan group 1). Pursuant to the related intercreditor agreement, the mortgagee will be required to seek the consent of Capital Lease, LP as holder of the subordinate companion loan related to the Cadbury Schweppes mortgage loan in connection with certain modifications and/or waivers of the Cadbury Schweppes whole loan which materially and adversely affects the holder of the subordinate companion loan. Accordingly, a conflict may result. The special servicer will (and any related sub-servicer may) 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 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 fund 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; S-50 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. 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. RECENT 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 S-51 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. 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; S-52 o an increase in the capital expenditures needed to maintain the properties or make improvements; o a decline in the financial condition of a major tenant; o 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 1 mortgage loan (loan number 12), representing 1.5% of the mortgage pool (1.8% of loan group 1), 6 of 8 mortgaged properties are leased wholly to a single tenant, 5 of which have early termination rights prior to the maturity date of the mortgage loan. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--Gardner Tanenbaum Pool" in this prospectus supplement. 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-53 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" (for example, 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 that are part of a condominium regime, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. In addition, mortgaged properties that have been designated as historic sites 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-54 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, Parking Garage and Mixed Use Facilities" and "--Special Risks Associated with Self Storage 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 fund 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 fund 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. In addition, a large number of S-55 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 (for example, 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 38 of the mortgage loans included in the trust fund as of the cut-off date, representing 38.4% of the mortgage pool (44.4% 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-56 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. Retail properties, including shopping centers, secure 114 of the mortgage loans included in the trust fund as of the cut-off date, representing 24.9% of the mortgage pool (28.7% 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); 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. S-57 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 37 of the mortgage loans included in the trust fund as of the cut-off date, representing 15.5% of the mortgage pool (4 mortgage loans in loan group 1 or 2.4% and all mortgage loans in loan group 2). 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; 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 S-58 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. 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). 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 "--Recent Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment" in this prospectus supplement. Hospitality properties secure 19 of the mortgage loans included in the trust fund as of the cut-off date, representing 10.1% of the mortgage pool (11.7% of loan group 1). S-59 SPECIAL RISKS ASSOCIATED WITH INDUSTRIAL, PARKING GARAGE AND MIXED USE FACILITIES......... Industrial, parking garage 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 or a parking garage facility. Site characteristics which are valuable to an industrial property or a parking garage facility 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 and parking garage facilities, any vacant industrial property or a parking garage facility may not be easily converted to other uses. Location is also important to an industrial property or a parking garage facility. 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 (for example, 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. Industrial properties and mixed use facilities secure 10 of the mortgage loans included in the trust fund as of the cut-off date, representing 8.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (9.4% of loan group 1). Parking garage facilities present risks not associated with other properties. Aspects of building site design and adaptability affect the value of a parking garage facility, including overall functionality, accessibility and location. In addition, if S-60 a parking garage facility became unprofitable, it may not be readily convertible to an alternative use. Converting such property to an alternative use may require substantial capital expenditures. Parking garage facilities secure 2 of the mortgage loans (loan numbers 14 and 108) included in the trust fund as of the cut-off date, representing 1.7% of the aggregate principal balance of the pool of the mortgage loans as of the cut-off date (2.0% of loan group 1). SPECIAL RISKS ASSOCIATED WITH SELF STORAGE FACILITIES...... The self storage facilities market contains low barriers to entry. In addition, due to the short-term nature of self-storage leases, self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties. Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus, liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses. In addition, it is difficult to assess the environmental risks posed by such facilities due to tenant privacy, anonymity and unsupervised access to such facilities. Therefore, such facilities may pose additional environmental risks to investors. The environmental site assessments discussed in this prospectus supplement did not include an inspection of the contents of the self storage units included in the self storage properties. We therefore cannot provide assurance that all of the units included in the self storage properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future. See "--Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property" below. Self storage properties secure 3 of the mortgage loans included in the trust fund as of the cut-off date, representing 0.7% of the mortgage pool (0.8% 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 S-61 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 fund) 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 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 fund's potential exposure to liability for environmental costs will increase if the trust fund, or an agent of the trust fund, 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 S-62 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 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. S-63 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. In addition, some of the related borrowers have provided an environmental indemnification in favor of the mortgagee. With respect to 9 mortgage loans (loan numbers 11, 16, 18, 45, 63, 84, 138, 189 and 197), representing 5.8% of the mortgage pool (6.7% of loan group 1), the related borrower obtained a pollution legal liability policy, with respect to the related mortgaged property. The premium for each policy was paid in full at origination and at issuance, the respective issuer each has a financial strength rating of "AAA" from S&P and "Aaa" from Moody's. With respect to 1 mortgage loan (loan number 47), representing 0.6% of the mortgage pool (0.7% of loan group 1), the related borrower obtained an environmental collateral protection and liability policy, with respect to the related mortgaged property. The premium for the policy was paid in full at origination and at issuance, the issuer has a financial strength rating of "A+" from S&P. 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 fund 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 fund 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......... Two hundred twenty-three (223) of the mortgage loans, representing 99.1% of the mortgage pool (190 mortgage loans in loan group 1 or 98.9% and all mortgage loans in loan group S-64 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 their respective maturity dates. Sixty-six (66) of these mortgage loans included in the trust fund as of the cut-off date, representing 13.6% of the mortgage pool (65 mortgage loans in loan group 1 or 14.5% and 1 mortgage loan in loan group 2 or 7.3%), 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. 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 S-65 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 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 S-66 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 Tharaldson concentration consists of 2 mortgage loans (loan numbers 3 and 5), which collectively represent 4.9% of the mortgage pool (5.7% of loan group 1). These 2 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 sponsor of each mortgage loan in the Tharaldson concentration is Gary Tharaldson. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--Tharaldson Pool I-A Loan" and "--Tharaldson Pool I-B Loan" in this prospectus supplement. The Gravely and Zuckerman concentration consists of 2 mortgage loans (loan numbers 7 and 23), which collectively represent 2.9% of the mortgage pool (3.4% of loan group 1). These 2 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 Gravely and Zuckerman concentration are Charles A. Gravely and/or Shelton Zuckerman. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--1001 Connecticut Loan & 1701 K Street Loan" in this prospectus supplement. The Westland Mall mortgage loan and Marshall Town Center mortgage loan, (loan numbers 44 and 54), which collectively represent 1.2% of the mortgage pool (1.4% of loan group 1) are not cross-collateralized or cross-defaulted but one or more principals of the related borrowers under each such mortgage loan are the same. The sponsor of each such mortgage loan is Garo Kholamian. With respect to 65 mortgage loans (the Digital Realty Trust Portfolio mortgage loans, the Olympia Portfolio mortgage loans, the Residence Inn Portfolio #1 mortgage loans, the Davis Pacific Portfolio mortgage loans, the Santa Teresa Portfolio mortgage loans, the Spokane Integrated Medical Portfolio mortgage loans, the Provo Portfolio mortgage loans, the East Capital Portfolio mortgage loans, the Bernstein Portfolio mortgage loans, the Cole Portfolio mortgage loans, the Continental Portfolio mortgage loans, the Regency Portfolio mortgage loans and the Kindercare Portfolio mortgage loans), which collectively represent 16.8% of the mortgage pool (62 mortgage loans in loan group 1 or 17.5% and 3 mortgage loans in loan group 2 or 12.3%), each concentration represents a portfolio of cross-collateralized and cross-defaulted mortgage loans. Each such portfolio of mortgage loans have common non-recourse carveout guarantors, and one or more principals of the related borrowers under each mortgage loan are the same. See "DESCRIPTION OF THE S-67 MORTGAGE POOL--Twenty Largest Mortgage Loans--Olympia Portfolio Loans", "--Residence Inn Portfolio #1 Loans", "--Gardner Tanenbaum Pool Loan" and "--Digital Realty Trust Portfolio Loans" in this prospectus supplement. No group, individual, borrower concentration or sponsor concentration represents more than 7.7% of the mortgage pool (1 mortgage loan in loan group 1 or 8.9%). 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. MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE POOL BALANCE - ------------------------ ------------ ---------------- -------------- MA ................... 14 $ 345,896,799 12.3% CA ................... 20 283,038,986 10.1 Southern (2) ....... 16 187,088,986 6.7 Northern (2) ....... 4 95,950,000 3.4 NY ................... 8 244,942,391 8.7 TX ................... 48 224,543,504 8.0 DC ................... 5 177,259,053 6.3 VA ................... 10 171,430,483 6.1 FL ................... 28 151,885,266 5.4 Other ................ 158 1,209,564,778 43.1 --- -------------- ----- TOTAL .............. 291 $2,808,561,259 100.0% === ============== ===== ---------- (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 located 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 and south of such counties were included in Southern California. S-68 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 - ----------------------- ------------ ---------------- ---------------- MA .................. 12 $ 330,246,799 13.6% CA .................. 18 250,038,986 10.3 Southern(2) ....... 15 182,088,986 7.5 Northern(2) ....... 3 67,950,000 2.8 NY .................. 8 244,942,391 10.1 TX .................. 45 183,018,504 7.5 DC .................. 4 162,779,619 6.7 VA .................. 7 153,149,433 6.3 Other ............... 164 1,109,145,079 45.6 --- -------------- ----- TOTAL: ............ 258 $2,433,320,810 100.0% === ============== ===== ---------- (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 located 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 and south of such counties were included in Southern California. LOAN GROUP 2 MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1) NUMBER OF AGGREGATE PERCENTAGE OF MORTGAGED CUT-OFF DATE CUT-OFF DATE STATE PROPERTIES BALANCE GROUP 2 BALANCE - ----------------------- ------------ -------------- ---------------- TX .................. 3 $ 41,525,000 11.1% AL .................. 2 38,676,355 10.3 FL .................. 2 34,475,414 9.2 CO .................. 2 34,207,000 9.1 CA .................. 2 33,000,000 8.8 Northern(2) ......... 1 28,000,000 7.5 Southern(2) ......... 1 5,000,000 1.3 TN .................. 2 32,600,000 8.7 MN .................. 4 18,964,628 5.1 Other ............... 16 141,792,051 37.8 -- ------------ ----- TOTAL: .............. 33 $375,240,449 100.0% == ============ ===== ---------- (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. S-69 (2) For purposes of determining whether a mortgaged property is located 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 and 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. 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 7.7% of the mortgage pool (8.9% 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, 5.5% of the mortgage pool (6.3% 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, 23.8% of the mortgage pool (27.5% of loan group 1). 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, 34.7% of the mortgage pool (40.1% of loan group 1). S-70 CONCENTRATIONS OF MORTGAGED PROPERTY TYPES SUBJECT THE TRUST FUND TO INCREASED RISK OF DECLINE IN A PARTICULAR INDUSTRY.......... 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 38.4% of the mortgage pool (44.4% of loan group 1); o mortgage loans included in the trust fund and secured by retail properties represent as of the cut-off date 24.9% of the mortgage pool (28.7% of loan group 1); o mortgage loans included in the trust fund and secured by multifamily properties represent as of the cut-off date 15.5% of the mortgage pool (4 mortgage loans in loan group 1 or 2.4% and all mortgage loans in loan group 2); o mortgage loans included in the trust fund and secured by hospitality properties represent as of the cut-off date 10.1% of the mortgage pool (11.7% of loan group 1); o mortgage loans included in the trust fund and secured by mixed use properties represent as of the cut-off date 5.2% of the mortgage pool (6.1% of loan group 1); o mortgage loans included in the trust fund and secured by industrial properties represent as of the cut-off date 2.9% of the mortgage pool (3.3% of loan group 1); o mortgage loans included in the trust fund and secured by special purpose use properties represent as of the cut-off date 1.8% of the mortgage pool (2.1% of loan group 1); o mortgage loans included in the trust fund and secured by self-storage facilities represent as of the cut-off date 0.7% of the mortgage pool (0.8% of loan group 1); and o mortgage loans included in the trust fund and secured by land represent as of the cut-off date 0.4% of the mortgage pool (0.4% 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 S-71 mortgage loan, the interest of the trust fund 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..... One or more 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 fund'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 fund were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust fund may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders. 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 S-72 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. 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 S-73 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 authorizes the exclusion or does not pay the premium, 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 2005, 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 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. S-74 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. For example, with respect to 1 mortgage loan (loan number 6), representing 2.0% of the mortgage pool (2.3% of loan group 1), the related borrower is not required to carry terrorism insurance in excess of a maximum annual premium amount. 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 S-75 secure other loans outside the trust fund, and, except as provided below none of the related entities with a controlling ownership interest in the borrower may pledge its interest in that borrower as security for mezzanine debt. With respect to 1 mortgage loan (loan number 26), representing approximately 1.0% of the mortgage pool (7.3% of loan group 2), there is existing subordinated debt secured by the mortgaged property and also secured by partnership interests in the related borrower which is subordinated only by the terms of the subordinate mortgage, but is not subject to an intercreditor agreement and/or a subordination and standstill agreement. With respect to 5 mortgage loans (loan numbers 59, 64, 76, 95 and 183), representing 1.5% of the mortgage pool (11.3% of loan group 2), the related borrower, under certain circumstances, may encumber the related mortgaged property with subordinate debt subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee and the satisfaction of certain financial conditions. With respect to 4 mortgage loans (loan numbers 3, 6, 71 and 194), representing approximately 5.2% of the mortgage pool (6.0% 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 2 mortgage loans (loan numbers 34 and 73), representing approximately 1.2% of the mortgage pool (1 mortgage loan in loan group 1 or 1.0% and 1 mortgage loan in loan group 2 or 2.4%), the related mortgage loan documents provide 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 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 and the satisfaction of certain financial conditions. With respect to 3 mortgage loans (loan numbers 2, 44 and 48), representing approximately 6.0% of the mortgage pool (2 mortgage loans in loan group 1 or 6.2% and 1 mortgage loan in loan group 2 or 4.3%), 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 24 mortgage loans (loan numbers 8, 12, 20, 21, 39, 41, 44, 53, 55, 69, 77, 78, 82, 101, 105, 112, 115, 118, 134, 146, 166, 174, 198 and 212), representing approximately 11.6% of the mortgage pool (17 mortgage loans in loan group 1 or 10.5% and 7 mortgage loans in loan group 2 or 18.9%), S-76 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 and/or an intercreditor agreement to be entered into in favor of the mortgagee and the satisfaction of certain financial conditions. Two (2) mortgage loans (loan numbers 49 and 108), representing 0.8% of the mortgage pool (0.9% of loan group 1), have existing unsecured debt. In addition, 28 mortgage loans (loan numbers 66, 85, 90, 94, 103, 113, 124, 129, 133, 135, 137, 142, 147, 151, 154, 155, 156, 157, 158, 159, 160, 164, 178, 181, 185, 202, 219 and 221), representing 4.3% of the mortgage pool (4.9% of loan group 1), do 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 fund) 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 S-77 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 fund 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 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 fund 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 S-78 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 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 the 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 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 nine (9) of the mortgage loans have companion loans that are subordinate to the related mortgage loan, each of the One & Two International Place S-79 mortgage loan and the 450 West 33rd Street mortgage loan, representing 12.4% of the mortgage pool (14.3% 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 mortgagee to enforce its rights and remedies under the related mortgage. Many of the borrowers are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be: o operating entities with businesses distinct from the operation of the 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 23 of the mortgage loans (the Olympia Portfolio loans), the related borrowers are not special purpose entities; however, the terms of the related mortgage loan documents restrict the borrowers from incurring any additional debt. Any borrower, even a special purpose entity structured to be bankruptcy-remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot provide assurances that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member. Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your S-80 certificates. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES--Bankruptcy Laws" in the accompanying prospectus. In addition, with respect to 40 mortgage loans, representing 15.1% of the mortgage pool (31 mortgage loans in loan group 1 or 11.4% and 9 mortgage loans in loan group 2 or 39.4%), 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 mortgagee from foreclosing on the mortgaged property (subject to certain protections available to the mortgagee). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property, which would make the mortgagee a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) otherwise alter the mortgage loan's repayment schedule. Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower's trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy. Under federal bankruptcy law, the mortgagee will be stayed from enforcing a borrower's assignment of rents and leases. Federal bankruptcy law also may interfere with the master servicer's or special servicer's ability to enforce lockbox S-81 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 may have a borrower, a principal or a sponsor of the related borrower that has previously filed bankruptcy. In each case, the related entity or person has emerged from bankruptcy. However, we cannot assure you that such borrowers, principals and sponsors will not be more likely than others, 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. For example, with respect to 1 mortgage loan (loan number 1) representing 7.7% of the mortgage pool (8.9% of loan group 1), the previous borrower declared bankruptcy in connection with the previous lender in 2004. The dispute regarding the previous debt was resolved and the bankruptcy was discharged and is not appealable. 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 from the sale of a mortgaged property under a distress or S-82 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. For example, 2 mortgage loans (loan numbers 100 and 104) S-83 representing 0.4% of the mortgage pool (0.5% of loan group 1) is subject to a condominium declaration where the mortgaged property does not represent the entire condominium building. Such use restrictions include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers' right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower's ability to fulfill its obligations under the related mortgage loan. COMPLIANCE WITH APPLICABLE LAWSAND 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 mortgagee. 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 S-84 related mortgage loan documents without the mortgagee'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. 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 mortgagee 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 mortgagee is entitled to collect the rents. Such assignments are typically not perfected as security interests prior to the mortgagee's taking possession of the related mortgaged property and/or appointment of a receiver. Some state laws may require that the mortgagee 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 mortgagee'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... Thirteen (13) groups of mortgage loans, the Olympia Portfolio concentration (loan numbers 94, 103, 113, 124, 129, 133, 135, 137, 142, 154, 155, 156, 157, 158, 159, 160, 164, 178, 181, 185, 202, 219 and 221), representing in the aggregate 3.1% of the mortgage pool (23 mortgage loans in loan group 1 or 3.5%), the Digital Realty Trust Portfolio concentration (loan numbers 11, 16, 18, 45, 63 and 84), representing in the aggregate 5.5% of the mortgage pool (6 mortgage loans in loan group 1 or 6.3%), the Residence Inn Portfolio #1 concentration (loan numbers 42, 83, 91, 107, 110, 120, 138, 143, 165 and 196), representing in the aggregate 2.3% of the mortgage pool (10 mortgage loans in loan group 1 or 2.7%), the Davis Pacific Portfolio concentration (loan numbers 24 and 60), representing in the aggregate 1.4% of the mortgage pool (1 mortgage loan in loan group 1 or 0.5% and 1 mortgage loan in loan group 2 or 7.5%), the Provo Portfolio concentration (loan numbers 64 and 95), representing in the aggregate 0.6% of the mortgage pool (2 mortgage loans in loan group 2 or 4.8%), the East Capital Portfolio concentration (loan numbers 80 and 130), representing in the aggregate 0.4% of the mortgage pool (2 mortgage loans in loan group 1 S-85 or 0.5%), the Bernstein Portfolio concentration (loan numbers 126, 152 and 153), representing in the aggregate 0.4% of the mortgage pool (3 mortgage loans in loan group 1 or 0.5%), the Cole Portfolio concentration (loan numbers 215, 218, 222, 226, 227 and 228), representing in the aggregate 0.3% of the mortgage pool (6 mortgage loans in loan group 1 or 0.4%), the Regency Portfolio concentration (loan numbers 149 and 204), representing in the aggregate 0.2% of the mortgage pool (2 mortgage loans in loan group 1 or 0.3%), the Kindercare Portfolio concentration (loan numbers 223, 224 and 229), representing in the aggregate 0.1% of the mortgage pool (3 mortgage loans in loan group 1 or 0.2%), the Santa Teresa Portfolio concentration (loan numbers 20 and 134), representing in the aggregate 1.2% of the mortgage pool (2 mortgage loans in loan group 1 or 1.4%), the Spokane Integrated Medical Portfolio concentration (loan numbers 49 and 108), representing in the aggregate 0.8% of the mortgage pool (2 mortgage loans in loan group 1 or 0.9%), and the Continental Portfolio concentration (loan numbers 102 and 209), representing in the aggregate 0.3% of the mortgage pool (2 mortgage loans in loan group 1 or 0.3%) 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 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 S-86 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. SUBSTITUTION OF MORTGAGED PROPERTIES MAY LEAD TO INCREASED RISKS................ Sixty (60) mortgage loans representing 12.6% of the mortgage pool (14.5% of loan group 1), permit the related borrower the right to substitute mortgaged properties of like kind and quality for the properties currently securing the related mortgage loans. As a result, it is possible that the mortgaged properties that secure the mortgage loans may not secure such mortgage loans for their entire term. Any substitution will have to meet certain conditions, including loan-to-value tests and debt service coverage tests, the related borrower will be required to obtain written confirmation from the rating agencies that any ratings of the certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn, and the related borrower will provide an opinion of counsel that the REMIC status of the trust fund will not be adversely impacted by the proposed substitution. Nevertheless, the replacement property may differ from the substituted property with respect to certain characteristics. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans-- Olympia Portfolio Loan","--Residence Inn Portfolio #1 Loans", "--Tharaldson Pool I-A Loan" and "--Tharaldson Pool I-B Loan". SINGLE TENANTS AND CONCENTRATION OF TENANTS SUBJECT THE TRUST FUND TO INCREASED RISK............... Ninety-four (94) of the mortgaged properties securing mortgage loans included in the trust fund, representing 14.3% of the mortgage pool (16.6% of loan group 1), are leased wholly to a single tenant or are wholly owner occupied. 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. S-87 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 4), representing 2.7% of the mortgage pool (3.1% of loan group 1), the General Services Administration ("GSA"), occupies approximately 154,040 square feet, or approximately 55.4% of the net rentable area. The GSA leases expire in February 2009, November 2014 and January 2015. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Largest Mortgage Loans--111 Massachusetts Avenue" in this prospectus supplement. With respect to 1 mortgage loan (loan number 12), representing 1.5% of the mortgage pool (1.8% of loan group 1), 6 of 8 mortgaged properties are leased wholly to a single tenant, 5 of which tenants have early termination rights prior to the maturity date of the mortgage loan. See "DESCRIPTION OF THE MORTGAGE POOL--Twenty Mortgage Loans--Gardner Tanenbaum Pool" 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 example, with respect to 50 mortgage loans representing 5.5% of the aggregate principal balance with the pool of mortgage loans as of the cut-off date (6.4% of loan group 1), the single tenant of each mortgaged property is Walgreens. 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-88 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. With respect to the 1 mortgage loan (loan number 8), representing 1.9% of the mortgage pool (2.2% of loan group 1), the current principals of the related borrower and the previous owner of the related mortgaged property are defendants in a potential class action lawsuit (class action status has not yet been granted) filed on February 18, 2004. The action was commenced by an investor in certain investor notes issued by Bayside Mortgage and Loan Company, Inc. in 1990 and collateralized by a mortgage note secured by the related mortgaged property. Two additional investors have since joined in the lawsuit. The investors in the investor notes have not been paid since July 1994. Parties unrelated to the sponsor hold approximately $4.6 million in investor notes, while the sponsor holds the remaining approximately $2.4 million in investor notes. The related mortgage note was assigned by Bayside Mortgage and Loan Company, Inc. to one of its principals, and subsequently assigned in January 1996 to Eastmont Town Center Company LLC, which foreclosed on the related mortgage loan. No cash flow has been distributed to the sponsor since foreclosure, and all net cash flows have been reinvested in the related mortgaged property. The operating agreement of Eastmont Town Center Company LLC provides for distribution of the net sale proceeds to holders of the investor notes who agree to settle their claims. The lawsuit claims fraud and seeks to set aside the foreclosure. If the lawsuit is successful, the plaintiffs may be entitled to damages in addition to principal and accrued interest due on the investor notes, and the setting aside of the foreclosure could jeopardize the related borrower's title to the related mortgaged property. First American Title Insurance Company issued a title policy insuring against the overturning of the foreclosure, but collection on the policy could have the same effect as an involuntary prepayment of the related mortgage loan. Until such litigation is resolved, all cash flows after debt service and reserves from the mortgaged property will be held by the master servicer, and at origination the sponsor delivered a guarantee of any losses incurred by the related mortgaged arising from such litigation. S-89 With respect to 2 mortgage loans (loan numbers 3 and 5), representing 4.9% of the mortgage pool (5.7% of loan group 1), Gary Tharaldson (the sponsor of the both mortgage loans) and 48 other individuals, together with the Tharaldson Motels, Inc. Employee Stock Ownership Plan and Trust, are defendants in a breach-of-duty lawsuit filed on December 30, 2004 and generally intended to force the reformation of the terms and conditions under which the employee stock ownership plan in 1999 acquired, and became committed to pay for, the controlling interest in Tharaldson Motels Inc. The plaintiff alleged that the employee stock ownership plan overpaid for its purchase of the shares of Tharaldson Motels, Inc. from Gary Tharaldson and his family members and that proper disclosure was not made in connection with such stock purchase. Although currently none of the related borrowers, are named in the lawsuit, there can be no assurance that the outcome of such litigation will not have a material adverse affect on the related mortgage loans. 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. The failure of a property manager that manages a number of mortgaged properties as described above to properly manage the related mortgaged 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-90 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................... Eleven (11) mortgage loans included in the trust fund, representing 8.9% of the mortgage pool (10 mortgage loans in loan group 1 or 9.9% and 1 mortgage loan in loan group 2 or 2.7%), are secured in whole or in part by leasehold interests. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the related leasehold interest were to be terminated upon a lease default, the mortgagee would lose its security in the loan. Generally, each related ground lease requires the lessor thereunder to give the mortgagee notice of the borrower's defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the mortgagee or a purchaser at a foreclosure sale (in some cases only upon the consent of the lessor) and contains certain other protective provisions typically included in a "mortgageable" ground lease. In addition, 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 S-91 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 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 mortgagee 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. S-92 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. 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 fund'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-93 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 229 fixed rate mortgage loans (the "Mortgage Loans"), with an aggregate principal balance (the "Cut-Off Date Pool Balance") of $2,808,561,259. The "Cut-Off Date" for (i) 1 of the Mortgage Loans is March 1, 2005, (ii) 2 of the Mortgage Loans is March 4, 2005, (iii) 4 of the Mortgage Loans is March 6, 2005 and (iv) 222 of the Mortgage Loans is March 11, 2005. 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) 4 Mortgage Loans that are secured by multifamily properties. Loan Group 1 is expected to consist of 196 Mortgage Loans with an aggregate Cut-Off Date Balance of $2,433,320,810 (the "Cut-Off Date Group 1 Balance"). Loan Group 2 will consist of 33 Mortgage Loans that are secured by multifamily properties. Loan Group 2 is expected to consist of 33 Mortgage Loans with an aggregate Cut-Off Date Balance of $375,240,449 (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 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 $1,157,979 to $216,000,000. The Mortgage Loans in the Mortgage Pool have an average Cut-Off Date Balance of $12,264,460. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 1 range from $1,157,979 to $216,000,000. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 2 range from $1,772,482 to $28,000,000. 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 in this prospectus supplement (including Cut-Off Date Balances, loan balances per square foot, 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 Loan; provided that, with respect to the One & Two International Place Loan and the 450 West 33rd Street 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. 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 11 Mortgage Loans, representing 8.9% of the Cut-Off Date Pool Balance (10 Mortgage Loans in Loan Group 1 or 9.9% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 2.7% of the Cut-Off Date Group 2 Balance), on a portion or all of a 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: S-94 MORTGAGED PROPERTIES BY PROPERTY TYPE(1) PERCENTAGE OF NUMBER OF AGGREGATE CUT-OFF DATE PERCENTAGE OF PERCENTAGE OF MORTGAGED CUT-OFF DATE POOL CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE BALANCE GROUP 1 BALANCE GROUP 2 BALANCE - --------------------------------------- ------------ ----------------- -------------- ----------------- ---------------- Office ................................ 39 $1,079,253,946 38.4% 44.4% 0.0% Retail ................................ 114 699,471,581 24.9 28.7 0.0 Retail -- Anchored ................... 91 581,374,195 20.7 23.9 0.0 Retail -- Unanchored ................. 15 78,980,225 2.8 3.2 0.0 Retail -- Shadow Anchored(2) ......... 8 39,117,161 1.4 1.6 0.0 Multifamily ........................... 37 434,740,449 15.5 2.4 100.0 Hospitality(3) ........................ 56 285,026,438 10.1 11.7 0.0 Mixed Use ............................. 5 147,352,188 5.2 6.1 0.0 Industrial ............................ 29 80,460,737 2.9 3.3 0.0 Special Purpose(4) .................... 5 51,799,250 1.8 2.1 0.0 Self Storage .......................... 3 20,364,780 0.7 0.8 0.0 Land(5) ............................... 3 10,091,890 0.4 0.4 0.0 --- -------------- ----- ----- ----- TOTAL: ............................... 291 $2,808,561,259 100.0 % 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 classified as shadow anchored if it is located in close proximity to an anchored retail property. (3) With regard to 1 Mortgage Loan (loan number 5), the Mortgaged Property includes the fee interest in land which the ground tenant has improved and leased as 13 limited service hotels, the source of funds for which Mortgage Loan is the ground rent payments made to the related borrower. The 13 hotels are not part of the loan collateral for that Mortgage Loan, but the loan collateral for another Mortgage Loan (loan number 3) does include those 13 hotels. (4) Specifically, 2 Mortgaged Properties that are operated as parking garages, and 3 Mortgaged Properties that are used for childcare. (5) Specifically, the fee interest in land which the ground tenant has improved and leased as an anchored retail building or restaurant. Neither of the retail building or restaurant is part of the loan collateral, and the sources of funds for loan repayment are the ground rent payments made to the related borrower. S-95 [GRAPHIC OMITTED] Office 38.4% Retail 24.9% Multifamily 15.5% Hospitality 10.1% Mixed Use 5.2% Industrial 2.9% Special Purpose 1.8% Self Storage 0.7% Land 0.4% 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 or acquired 152 of the Mortgage Loans to be included in the Trust Fund representing 64.3% of the Cut-Off Date Pool Balance (128 Mortgage Loans in Loan Group 1 or 62.5% of the Cut-Off Date Group 1 Balance and 24 Mortgage Loans in Loan Group 2 or 75.7% of the Cut-Off Date Group 2 Balance). Countrywide Commercial Real Estate Finance, Inc. ("Countrywide") originated 15 of the Mortgage Loans to be included in the Trust Fund representing 14.4% of the Cut-Off Date Pool Balance (14 Mortgage Loans in Loan Group 1 or 16.2% 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). Citigroup Global Markets Realty Corp. ("Citigroup") originated 21 of the Mortgage Loans to be included in the Trust Fund representing 13.3% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan Group 1 or 13.3% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 13.2% of the Cut-Off Date Group 2 Balance). Artesia Mortgage Capital Corporation ("Artesia") originated 41 of the Mortgage Loans to be included in the Trust Fund representing 8.0% of the Cut-Off Date Pool Balance (36 Mortgage Loans in Loan Group 1 or 7.9% of the Cut-Off Date Group 1 Balance and 5 Mortgage Loans in Loan Group 2 or 8.6% 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. Two hundred twenty-eight (228) of the Mortgage Loans, representing 99.7% of the Cut-Off Date Pool Balance (195 Mortgage Loans in Loan Group 1 or 99.6% and all of the Mortgage Loans in Loan Group 2), accrue interest on the basis (an "Actual/360 basis") of the actual number of days elapsed over a 360 day year. One (1) of the Mortgage Loans, representing 0.3% of the Cut-Off Date Pool Balance (0.4% of Cut-Off Date Group 1 Balance), accrue interest on the basis (a "30/360 basis") of a 360-day year consisting of 12 thirty-day months. Ninety-two of the Mortgage Loans, representing 52.1% of the Cut-Off Date Pool Balance (70 Mortgage Loans in Loan Group 1 or 48.7% of the Cut-Off Date Group 1 Balance and 22 Mortgage Loans in Loan Group 2 or 73.7% 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. Thirty-seven (37) of the Mortgage Loans, representing 10.7% of the Cut-Off Date Pool Balance (36 Mortgage Loans in Loan Group 1 or 11.3% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 7.3% of the Cut-Off Date Group 2 Balance), are interest-only for their entire term. One (1) of the Mortgage Loans, representing 1.5% of the Cut-Off Date Pool Balance (1.8% of the Cut-Off Date Group 1 Balance) provides that only interest is due until maturity unless certain financial conditions are not met, in which case principal and interest are due for the remaining term of such Mortgage Loan. Mortgage Loan Payments. Scheduled payments of principal and/or interest other than Balloon Payments (the "Periodic Payments") on all of the Mortgage Loans are due monthly. S-96 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 (or in the case of 1 Mortgage Loan, the 1st day of the month or in the case of 2 mortgage loans, the 4th day of the month, or in the case of 4 mortgage loans, the 6th day of the month). No Mortgage Loan has a grace period that extends payment beyond the 11th day of any calendar month. Amortization. Two hundred twenty-three (223) of the Mortgage Loans (the "Balloon Loans") (including the ARD Loans), representing 99.1% of the Cut-Off Date Pool Balance (190 Mortgage Loans in Loan Group 1 or 98.9% 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"). One (1) such amortizing Mortgage Loan (loan number 8), representing 1.9% of Cut-Off Date Pool Balance (2.2% of Cut-Off Date Group 1 Balance), provides for amortization on a 22-year schedule unless certain financial conditions are not met, in which case the Mortgage Loan will amortize on a 30-year schedule for all or part of the remaining term. Thirty-seven (37) of these Balloon Loans, representing 10.7% of the Cut-Off Date Pool Balance (36 Mortgage Loans in Loan Group 1 or 11.3% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 7.3% of the Cut-off Date Group 2 Balance), provide for interest-only Periodic Payments for the entire term and do not amortize. One (1) such interest-only Mortgage Loan (loan number 13), representing 1.5% of the Cut-Off Date Pool Balance (1.8% of Cut-Off Date Group 1 Balance), provides that if certain financial conditions are not met, the Mortgage Loan will amortize during all or part the remaining term. Six of the Mortgage Loans (the "Fully Amortizing Loans"), representing 0.9% of the Cut-Off Date Pool Balance (1.1% 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 Loans are determined assuming interest is calculated on a 30/360 basis, but interest actually accrues and is applied on the Fully Amortizing Loans on an Actual/360 basis, there will be less amortization, absent prepayments, of the related principal balances during the terms of the Fully Amortizing Loans, resulting in a higher final payment on the Fully Amortizing Loans. Sixty-six (66) of the Balloon Loans (the "ARD Loans"), representing 13.6% of the Cut-Off Date Pool Balance (65 Mortgage Loans in Loan Group 1 or 14.5% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 7.3% 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 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 28 of the ARD Loans, representing 4.4% of the Cut-Off Date Pool Balance (27 Mortgage Loans in Loan Group 1 or 4.0% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 7.3% of the Cut-Off Date Group 2 Balance), such ARD Loans 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 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. Ninety-two (92) of the Balloon Loans and ARD Loans, representing 52.1% of the Cut-Off Date Pool Balance (70 Mortgage Loans in Loan Group 1 or 48.7% of the Cut-Off Date Group 1 Balance and 22 Mortgage Loans in Loan Group 2 or 73.7% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest-only for the first 5 to 60 months for Loan Group 1 and the first 7 to 36 months for S-97 Loan Group 2 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. Thirty-seven (37) of the Balloon Loans and ARD Loans, representing 10.7% of the Cut-Off Date Pool Balance (36 Mortgage Loans in Loan Group 1 or 11.3% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 7.3% 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. Nine (9) of the ARD Loans, representing 2.0% of the Cut-Off Date Pool Balance (2.4% of the Cut-Off Date Group 1 Balance), provide for payments throughout their respective terms which amortize a portion of the principal balance by their related Anticipated Repayment Dates, but not the entire principal balance of the Mortgage Loans. 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 of the remaining term (202 Mortgage Loans or 90.6% of the Cut-Off Date Pool Balance, (175 Mortgage Loans in Loan Group 1 or 92.1% of the Cut-Off Date Group 1 Balance and 27 Mortgage Loans in Loan Group 2 or 80.7% of the Cut-Off Date Group 2 Balance)); (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 (24 Mortgage Loans or 6.8% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan Group 1 or 4.9% of the Cut-Off Date Group 1 Balance and 6 Mortgage Loans in Loan Group 2 or 19.3% of the Cut-Off Date Group 2 Balance)); (iii) impose a Yield Maintenance Charge for the majority of the loan term (2 Mortgage Loans or 2.5% of the Cut-Off Date Pool Balance (2.8% of the Cut-Off Date Group 1 Balance)); or (iv) impose a Yield Maintenance Charge until a date specified in the related Mortgage Note, and thereafter permit defeasance for most of the remaining term (1 Mortgage Loan or 0.1% of the Cut-Off Date Pool Balance (0.1% of the Cut-Off Date Group 1 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 mortgagee 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 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. Two hundred three (203) of the Mortgage Loans, or 90.7% of the Cut-Off Date Pool Balance (176 Mortgage Loans in Loan Group 1 or 92.3% of the Cut-Off Date Group 1 Balance and 27 Mortgage Loans in Loan Group 2 or 80.7% 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 S-98 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 between 115% and 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. In addition, the Gardner Tanenbaum Pool Mortgage Loan (loan number 12), representing 1.5% of the Cut-Off Date Pool Balance (1.8% of the Cut-Off Date Group 1 Balance), is secured by 8 Mortgaged Properties and permits release from the lien of the mortgage from 2 Mortgaged Properties that are subject to purchase options by the related tenant. In the event that the purchase option is exercised, the borrower will be required to use the proceeds of the purchase option to partially defease the Mortgage Loan in the principal amount equal to 125% of the allocated loan amount of the released Mortgaged Property. In the event that the exercise price is not sufficient to purchase the Defeasance Collateral necessary to effect the partial defeasance, the such proceeds will be held as collateral for the Mortgage Loan, the Mortgaged Properties will be released, and excess cash flow from the remaining Mortgaged Properties will be trapped (in accordance with the related Mortgage Loan documents) until there is sufficient cash to purchase the full amount of Defeasance Collateral. The Master Servicer or the Special Servicer, as applicable, will be required to use such proceeds to purchase Defeasance Collateral to the extent of available funds, notwithstanding the fact that such funds are not sufficient to fully defease 125% of the allocated loan amount, and trap excess cash until enough funds are available to purchase additional United States government obligations. 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 mortgagee's prior consent and, also with limited exceptions, prohibit the entities with a controlling interest in the related borrower from pledging their interests in such borrower as security for mezzanine debt. S-99 With respect to 1 Mortgage Loan (loan number 26), representing approximately 1.0% of the Cut-Off Date Pool Balance (7.3% of the Cut-Off Date Group 2 Balance), there is existing subordinated debt secured by the Mortgaged Property and also secured by the partnership interests in the related borrower which is subordinated only by the terms of the subordinate mortgage, but is not subject to an intercreditor agreement and/or a subordination and standstill agreement. With respect to 5 Mortgage Loans (loan numbers 59, 64, 76, 95 and 183), representing approximately 1.5% of the Cut-Off Date Pool Balance (11.3% of the Cut-Off Date Group 2 Balance), the related borrower, under certain circumstances, may encumber the related Mortgaged Property with subordinate debt subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee and the satisfaction of certain financial conditions. With respect to 4 Mortgage Loans (loan numbers 3, 6, 71, and 194), representing approximately 5.2% of the Cut-Off Date Pool Balance (6.0% 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 2 Mortgage Loans (loan numbers 34 and 73), representing approximately 1.2% of the Cut-Off Date Pool Balance (1 Mortgage Loan in Loan Group 1 or 1.0% 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), the related Mortgage Loan documents provide 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 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 and the satisfaction of certain financial conditions. With respect to 3 Mortgage Loans (loan numbers 2, 44 and 48), representing approximately 6.0% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 6.2% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 4.3% of the Cut-Off Date Group 2 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 24 Mortgage Loans (loan numbers 8, 12, 20, 21, 39, 41, 44, 53, 55, 69, 77, 78, 82, 101, 105, 112, 115, 118, 134, 146, 166, 174, 198 and 212), representing approximately 11.6% of the Cut-Off Date Pool Balance (17 Mortgage Loans in Loan Group 1 or 10.5% of the Cut-Off Date Group 1 Balance and 7 Mortgage Loans in Loan Group 2 or 18.9% of the Cut-Off Date Group 2 Balance), the related Mortgage 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 and/or an intercreditor agreement to be entered into in favor of the mortgagee and the satisfaction of certain financial conditions. With respect to 2 Mortgage Loans (loan numbers 49 and 108), representing approximately 0.8% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance), the related borrower has existing unsecured subordinate debt to third parties. In addition, 28 Mortgage Loans (loan numbers 66, 85, 90, 94, 103, 113, 124, 129, 133, 135, 137, 142, 147, 151, 154, 155, 156, 157, 158, 159, 160, 164, 178, 181, 185, 202, 219 and 221), representing 4.3% of the Cut-Off Date Pool Balance (4.9% of the Cut-Off Date Group 1 Balance), do 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. S-100 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 described under "SERVICING OF THE MORTGAGE LOANS--General" in this prospectus supplement whether to exercise any right the mortgagee may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property. Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans. Thirteen (13) groups of Mortgage Loans (the Olympia Portfolio concentration, the Digital Realty Trust Portfolio concentration, the Residence Inn Portfolio #1 concentration, the Davis Pacific Portfolio concentration, the Provo Portfolio concentration, the East Capital Portfolio concentration, the Bernstein Portfolio concentration, the Cole Portfolio concentration, the Regency Portfolio concentration, the Kindercare Portfolio concentration, the Santa Teresa Portfolio concentration, the Spokane Integrated Medical Portfolio concentration and the Continental Portfolio concentration) representing 16.8% in aggregate of the Cut-Off Date Pool Balance (62 Mortgage Loans in Loan Group 1 or 17.5% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 12.3% of the Cut-Off Date Group 2 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 of cross-collateralized and cross-defaulted Mortgage Loans 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 any other group. The related Mortgage Loan documents for each group of Mortgage Loans generally provide that the cross-default and cross-collateralization provisions for each such group of cross-collateralized and/or cross-defaulted 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 and certain loan to value ratio and debt service coverage ratio tests are satisfied. With respect to the Digital Realty Trust Portfolio concentration, in addition to the above requirements, the remaining Mortgage Loans must also be partially defeased subject to certain terms and conditions set forth in the related Mortgage Loan documents. With respect to the Residence Inn Portfolio #1 concentration and the Spokane Integrated Medical Portfolio concentration, the related Mortgage Loan documents provide that at least 1 of the related Mortgage Loans may not be defeased without a simultaneous defeasance of the remaining mortgage loans. 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. S-101 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. Ten (10) of the Mortgage Loans (loan numbers 29, 44, 55, 61, 90, 96, 100, 112, 130 and 151), representing 3.7% of the Cut-Off Date Pool Balance (4.3% of the Cut-Off Date Group 1 Balance) permit releases of certain unimproved, non-income producing parcels. In addition, the 4 Ground Leased Parcels -- Cranberry, PA Mortgage Loan (loan number 144), representing 0.1% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date Group 1 Balance) permits a partial release of one or more of the pads constituting the Mortgaged Property upon the satisfaction of certain conditions, including, without limitation: (i) satisfaction of certain financial tests including debt service coverage ratio and loan-to-value tests, (ii) payment of release price (through partial defeasance or deposit of cash deposit) equal to the amount set forth in the related Mortgage Loan documents (approximately 125% of the value of the release pad(s)) and (iii) delivery of rating agency confirmations that the release will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any Class of Certificates. Further, the Great Wolf Resorts Mortgage Loan (loan number 9), representing 1.8% of the Cut-Off Date Pool Balance (2.0% of the Cut-Off Date Group 1 Balance) permits a non-material portion of one of properties constituting the Mortgaged Property designated for condominium development to be released upon the satisfaction of certain conditions, including, without limitation: (i) satisfaction of certain financial tests including a debt service coverage ratio test and (ii) and delivery of rating agency confirmations that the release will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any Class of Certificates Substitutions. Sixty (60) of the Mortgage Loans representing 12.6% of the Cut-Off Date Balance (14.5% of the Cut-Off Date Group 1 Balance) permit the related borrower to substitute Mortgaged Properties of like kind and quality for the properties securing the related Mortgage Loans, subject to certain conditions, including loan to value tests, debt service coverage tests and the provision of an opinion of counsel that the proposed substitution will not adversely affect the REMIC status of the Trust Fund and written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn. See "RISK FACTORS--Substitution of Mortgaged Properties" in this prospectus supplement. 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 S-102 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. See also "RISK FACTORS--Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property" in this prospectus supplement. Engineering Assessments. Except with respect to 3 Mortgage Loans, representing 1.6% of the Cut-Off Date Pool Balance (1.8% of the Cut-Off Date Group 1 Balance), in connection with the origination of all of the Mortgage Loans, a licensed engineer or architect inspected the related Mortgaged Property to assess the condition of the structure, exterior walls, roofing, interior structure and 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, 2 Mortgaged Properties securing 2 Mortgage Loans, representing 0.8% of the Cut-Off Date Pool Balance (0.9% of the Cut-Off Date Group 1 Balance) 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. With respect to 1 of these 2 Mortgaged Loans (loan number 74), representing 0.3% of the Cut-Off Date Pool Balance (0.4% of the Cut-Off Date Group 1 Balance), the Mortgaged Property has earthquake insurance in place. CO-LENDER LOANS General Eight (8) Mortgage Loans (loan number 1, the "One & Two International Place Loan", loan number 2, the "450 West 33rd Street Loan", loan number 13, the "Cabrillo Palisades Loan", loan number 17, the "Cadbury Schweppes Loan", loan number 80, the "Marathon Center Loan", loan number 125, the "Firewheel Corners Loan", loan number 130, the "Market Fair Shopping Center Loan" and loan number 145, the "Kmart Plaza Edgewood Loan" (collectively, the "Wachovia Co-Lender Loans")) originated by Wachovia Bank, National Association, and one (1) Mortgage Loan (loan number 9, the "Great Wolf Resorts Loan" also referred to herein as (the "Citigroup Co-Lender Loan") originated by Citigroup Global Markets Realty Corp. (the Citigroup Co-Lender Loan, together with the Wachovia Co-Lender Loans, the "Co-Lender Loans"), 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 One & Two International Place Loan is part of a split loan structure, which has 1 companion loan (the "One & Two International Place Companion Loan") that is pari passu in right of entitlement to payment with the One & Two International Place Loan. The One & Two International Place Companion Loan and the One & Two International Place Loan are referred to collectively herein as the "One & Two International Place Whole Loan". The One & Two International Place Loan has a Cut-Off Date Balance of $216,000,000, representing 7.7% of the Cut-Off Date Pool Balance (8.9% of the Cut-Off Date Group 1 Balance). The One & Two International Place Companion Loan will not be included in the Trust Fund. The 450 West 33rd Street Loan is part of a split loan structure, which has 1 companion loan (the "450 West 33rd Street Companion Loan" that is pari passu in right of entitlement to payment with the 450 West S-103 33rd Street Loan. The 450 West 33rd Street Companion Loan and the 450 West 33rd Street Loan are referred to collectively herein as the "450 West 33rd Street Whole Loan". The 450 West 33rd Street Loan has a Cut-Off Date Balance of $132,500,000, representing 4.7% of the Cut-Off Date Pool Balance (5.4% of the Cut-Off Date Group 1 Balance). The 450 West 33rd Street Pari Passu Companion Loan will not be included in the Trust Fund. See "--450 West 33rd Street Loan" below. The Cabrillo Palisades Loan is part of a split loan structure, which has 1 companion loan (the "Cabrillo Palisades Companion Loan") that is subordinate in its right of entitlement to payment to the Cabrillo Palisades Loan. See "--Cabrillo Palisades Loan" below. The Cadbury Schweppes Loan is part of a split loan structure, which has 1 companion loan (the "Cadbury Schweppes Companion Loan") that is subordinate in its right of entitlement to payment to the Cadbury Schweppes Loan. Notwithstanding the immediately preceding sentence, the holder of the Cadbury Schweppes Companion Loan has agreed to subordinate its interests in certain respects to the Cadbury Schweppes Loan, subject to its prior right to receive proceeds of a claim for accelerated future rent payments payable upon a default under the related lease (a "Defaulted Lease Claim"). Capital Lease, LP ("Caplease"), an affiliate of the related borrower, is the holder of the Cadbury Schweppes Companion Loan, but may elect to sell the Cadbury Schweppes Companion Loan at any time. See "RISK FACTORS--Potential Conflicts of Interest" in this prospectus supplement. In addition, Wachovia Bank, National Association owns an equity interest in Caplease and provides financing to Caplease secured by, among other things, the Cadbury Schweppes Companion Loan. See "--Cadbury Schweppes Loan" below. The Firewheel Corners Loan is part of a split loan structure, which has 1 companion loan (the "Firewheel Corners Companion Loan") that is subordinate in its right of entitlement to payment to the Firewheel Corners Loan. See "--Firewheel Corners Loan" below. Three (3) Mortgage Loans ((the Market Fair Shopping Center Loan, the Marathon Center Loan and the Kmart Plaza Edgewood Loan) (collectively, the "Mezz Cap Loans")) are part of split loan structures, which in each case, have 1 companion loan (collectively, the "Mezz Cap Companion Loans") that is subordinate in its right of entitlement to payment to the related Mezz Cap Loan. See "--Mezz Cap Loans" below. The Great Wolf Resorts Loan is part of a split loan structure, which has 1 companion loan (the "Great Wolf Resorts Companion Loan") that is subordinate in its right of entitlement to payment to the Great Wolf Resorts Loan. See "--Great Wolf Resorts Loan" below. The 450 West 33rd Street Companion Loan, the One & Two International Place Companion Loan, the Cabrillo Palisades Companion Loan, the Cadbury Schweppes Companion Loan, the Firewheel Corners Companion Loan, the Mezz Cap Companion Loans and the Great Wolf Resorts Companion Loan are referred to herein as the "Companion Loans". None of the Companion Loans are included in the Trust Fund. The One & Two International Place Companion Loan and the 450 West 33rd Street Companion Loan are collectively referred to herein as the "Pari Passu Companion Loans" and the One & Two International Place Loan and the 450 West 33rd Street Loan are collectively referred to as the "Pari Passu Loans". The Companion Loans, except for the Pari Passu Companion Loans, are collectively referred to herein as the "Subordinate Companion Loans". The Mezz Cap Loans together with their respective Mezz Cap Companion Loans are referred to herein as the "Mezz Cap Whole Loans", and the Cabrillo Palisades Loan and the Cabrillo Palisades Companion Loans are referred to herein as the "Cabrillo Palisades Whole Loan", the Cadbury Schweppes Loan together with the Cadbury Schweppes Companion Loan is referred to herein as the "Cadbury Schweppes Whole Loan", the Firewheel Corners Loan and the Firewheel Corners Companion Loans are referred to herein as the "Firewheel Corners Whole Loan", the Great Wolf Resorts Loan and the Great Wolf Resorts Companion Loans are referred to herein as the "Great Wolf Resorts Whole Loan" (together with the Mezz Cap Whole Loans, the 450 West 33rd Street Whole Loan, the One & Two International Place Whole Loan, the Cabrillo Palisades Whole Loan, the Cadbury Schweppes Whole Loan and the Firewheel Corners Whole Loan, the "Whole Loans"). Wachovia Bank, National Association (or one of its affiliates) is the initial holder of the One & Two International Place Companion Loan, the 450 West 33rd Street Companion Loan, and the Firewheel S-104 Corners Companion Loan. Citigroup Global Realty Markets Inc. (or one of its affiliates) is the initial holder of the Great Wolf Resorts Companion Loan. In addition, Wachovia Bank, National Association is an equity owner of Capital Lease, L.P., the initial holder of the Cadbury Schweppes Companion Loan. Entities that are not affiliated with the Mortgage Loan Sellers are the holders of the Mezz Cap Companion Loans and the Cabrillo Palisades Companion Loan. With respect to the One & Two International Place Loan, the terms of the related intercreditor agreement (the "One & Two International Place Intercreditor Agreement") provide that the One & Two International Place Loan and the One & Two International Place Companion Loans are of equal priority with each other and no portion of either loan will have priority or preference over the other. With respect to the 450 West 33rd Street Loan, the terms of the related intercreditor agreement (the "450 West 33rd Street Intercreditor Agreement", together with the One & Two International Place Intercreditor Agreement, collectively the "Pari Passu Loan Intercreditor Agreements") provide that the 450 West 33rd Street Loan and the 450 West 33rd Street Pari Passu Companion Loan are of equal priority with each other and no portion of either loan will have priority or preference over the other. With respect to the Cabrillo Palisades Loan, the terms of the related intercreditor agreement (the "Cabrillo Palisades Intercreditor Agreement") provide that the Cabrillo Palisades Companion Loan is subordinate in certain respects to the Cabrillo Palisades Loan. With respect to the Cadbury Schweppes Loan, the terms of the related intercreditor agreement (the "Cadbury Schweppes Intercreditor Agreement") provide that the Cadbury Schweppes Companion Loan is subordinate in certain respects to the Cadbury Schweppes Loan. With respect to the Firewheel Corners Loan, the terms of the related intercreditor agreement (the "Firewheel Corners Intercreditor Agreement") provide that the Firewheel Corners Companion Loan is subordinate in certain respects to the Firewheel Corners Loan. With respect to the Great Wolf Resorts Loan, the terms of the related intercreditor agreement (the "Great Wolf Resorts Intercreditor Agreement") provide that the Great Wolf Resorts Companion Loan is subordinate in certain respects to the Great Wolf Resorts Loan. With respect to the Mezz Cap Loans, the terms of the related intercreditor agreements (collectively, the "Mezz Cap Intercreditor Agreements", and together with the 450 West 33rd Street Intercreditor Agreement, the One & Two International Plaza Intercreditor Agreement, the Cabrillo Palisades Intercreditor Agreement, the Cadbury Schweppes Intercreditor Agreement, the Firewheel Corners Intercreditor Agreement and the Great Wolf Resorts Intercreditor Agreement, the "Intercreditor Agreements") provide that the Mezz Cap Companion Loans are subordinate in certain respects to the related Mezz Cap 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 PRINCIPAL PRINCIPAL WHOLE LOAN WHOLE LOAN OF MORTGAGE BALANCE OF BALANCE UNDERWRITTEN CUT-OFF DATE MORTGAGE LOANS LOAN SENIOR COMPONENTS OF WHOLE LOAN DSCR LTV - --------------------------------------- --------------- ------------------- --------------- -------------- ------------- One & Two International Place ......... $216,000,000 $432,000,000 $432,000,000 1.77x 61.7% 450 West 33rd Street .................. $132,500,000 $265,000,000 $265,000,000 1.22x 68.8% Great Wolf Resorts .................... $ 49,843,594 $ 49,843,594 $ 74,794,028 1.84x 63.0% Cabrillo Palisades .................... $ 43,000,000 $ 43,000,000 $ 51,000,000 1.26x 80.0% Cadbury Schweppes ..................... $ 36,000,000 $ 36,000,000 $ 40,047,559 1.02x 83.4% Marathon Center ....................... $ 8,219,562 $ 8,219,562 $ 8,733,970 1.08x 84.8% Firewheel Corners ..................... $ 4,400,000 $ 4,400,000 $ 4,680,000 1.09x 85.1% Market Fair Shopping Center ........... $ 4,239,459 $ 4,239,459 $ 4,524,041 1.07x 79.4% Kmart Plaza Edgewood .................. $ 3,900,000 $ 3,900,000 $ 4,190,000 1.06x 72.2% Pari Passu Loans Servicing Provisions of the Pari Passu Loan Intercreditor Agreements. With respect to the Pari Passu Loans, the Master Servicer and the Special Servicer will administer each Pari Passu Loan and its related Pari Passu Companion Loan pursuant to the Pooling and Servicing Agreement and the related Pari Passu Loan Intercreditor Agreement for so long as such Pari Passu Loan is part of the trust. The S-105 holder of each Pari Passu Companion Loan or an advisor on its behalf will generally share all of the rights that the Controlling Class Representative has with respect to directing the Master Servicer and/or Special Servicer with respect to the servicing of the related Pari Passu Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. Application of Payments. Pursuant to each Pari Passu Loan Intercreditor Agreement, all payments, proceeds and other recoveries on or in respect of a Pari Passu Loan and/or the related Pari Passu Companion Loan (subject in each case to the rights of the Master Servicer, the Special Servicer and the Trustee to payments and reimbursements as set forth in the Pooling and Servicing Agreement) will be applied to such Pari Passu Loan and the related Pari Passu Companion Loan on a pro rata basis according to their respective principal balances. Cabrillo Palisades Loan Servicing Provisions of the Cabrillo Palisades Intercreditor Agreement. With respect to the Cabrillo Palisades Whole Loan, the Master Servicer and the Special Servicer will service and administer the Cabrillo Palisades Whole Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement for so long as the Cabrillo Palisades Loan is part of the trust. If the principal amount of the Cabrillo Palisades Companion Loan, less any existing related Appraisal Reduction Amount (determined based on the collateral value described in the related Intercreditor Agreement), is not less than or equal to 25% of the original principal amount of the Cabrillo Palisades Companion Loan, the holder of the Cabrillo Palisades 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 things, foreclosure or material modifications of the Cabrillo Palisades Whole 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 any monetary default, or to the extent of Master Servicer's knowledge thereof, a non-monetary default, the holder of the Cabrillo Palisades Companion Loan will be entitled to cure (i) a monetary default within five (5) business days of receipt of notice thereof and (ii) a non-monetary default within thirty (30) days of receipt of notice thereof. In addition, the holder of the Cabrillo Palisades Companion Loan has the right, by written notice to the holder of the Cabrillo Palisades Loan delivered within forty-five (45) days of the expiration of any cure period provided to the holder of the Cabrillo Palisades Companion Loan described in the preceding sentence but prior to a cure of the related default or any waiver in writing by the Master Servicer of the related default, to purchase the Cabrillo Palisades Loan from the trust subject to the terms and conditions contained in the related Intercreditor Agreement. The purchase price will include, among other things, an amount equal to the unpaid principal balance of the Cabrillo Palisades Loan, together with all unpaid interest on the Cabrillo Palisades Loan at the related mortgage rate (excluding default interest and any prepayment premium) and any unreimbursed advances, expenses and interest on advances related to the Cabrillo Palisades Loan. Application of Payments. Pursuant to the Cabrillo Palisades Intercreditor Agreement, to the extent described below, the right of the holder of the Cabrillo Palisades Companion Loan to receive payments with respect to the related Cabrillo Palisades Companion Loan is subordinate to the payment rights of the trust to receive payments with respect to the Cabrillo Palisades Loan. Prior to the occurrence and continuation of a monetary default or a non-monetary event of default resulting in the mortgage loan becoming a specially serviced mortgage loan, after payment or reimbursement of servicing fees, expenses, costs and advances (and interest thereon), all payments and proceeds (of whatever nature) received with respect to the Cabrillo Palisades Loan and Cabrillo Palisades Companion Loan (excluding certain reserves, escrows, insurance proceeds and awards otherwise required to be applied under the related loan documents or released to the related borrower) will be paid in the following manner: first, to the holder of the Cabrillo Palisades Loan in an amount equal to all accrued and unpaid interest due with respect to the Cabrillo Palisades Loan; S-106 second, to the holder of the Cabrillo Palisades Companion Loan in an amount equal to all accrued and unpaid interest due with respect to the Cabrillo Palisades Companion Loan; third, to the holder of the Cabrillo Palisades Loan in an amount equal to its pro rata portion of the principal payments received with respect to the Cabrillo Palisades Loan; fourth, to the holder of the Cabrillo Palisades Companion Loan in an amount equal to its pro rata portion of the principal payments received with respect to the Cabrillo Palisades Companion Loan; fifth, to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan, pro rata, based upon any unreimbursed costs and expenses owing to each such holder, respectively, up to the amount of any such unreimbursed costs and expenses; sixth, to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan, pro rata, in an amount equal to any prepayment premium actually paid and allocable to the Cabrillo Palisades Whole Loan; seventh, to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan, pro rata, based upon any default interest accrued under each note and actually paid and allocable to the Cabrillo Palisades Whole Loan; and eighth, any excess, pro rata, to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan based upon the current balance of each such loan, provided that if the balances of each such loan equal zero, then based upon the initial balances of each such loan. Following the occurrence and during the continuation of a monetary default or a non-monetary event of default resulting in the mortgage loan becoming a specially serviced mortgage loan, after payment or reimbursement of servicing fees, expenses, costs and advances (and interest thereon), all payments and proceeds (of whatever nature) received with respect to the Cabrillo Palisades Loan and Cabrillo Palisades Companion Loan (excluding certain reserves, escrows, insurance proceeds and awards otherwise required to be applied under the related loan documents or released to the related borrower) will be paid in the following manner: first, to the holder of the Cabrillo Palisades Loan in an amount equal to all accrued and unpaid interest due with respect to the Cabrillo Palisades Loan; second, to the holder of the Cabrillo Palisades Loan, in an amount equal to the Cabrillo Palisades Loan principal balance, until the unpaid principal balance of such Cabrillo Palisades Loan has been paid in full; third, to the holder of the Cabrillo Palisades Companion Loan in an amount equal to all accrued and unpaid interest on the Cabrillo Palisades Companion Loan plus all unreimbursed advances made by the holder of the Cabrillo Palisades Companion Loan to pay interest on the Cabrillo Palisades Loan and/or Cabrillo Palisades Companion Loan; fourth, to the holder of the Cabrillo Palisades Companion Loan in an amount equal to all unreimbursed advances made by the holder of the Cabrillo Palisades Companion Loan to pay principal on the Cabrillo Palisades Loan and/or Cabrillo Palisades Companion Loan and in an amount equal to the Cabrillo Palisades Companion Loan principal balance until both such advances and the principal balance are paid in full; fifth, to the holder of the Cabrillo Palisades Loan in an amount equal to any prepayment premium actually paid and allocable to the Cabrillo Palisades Loan; sixth, to the holder of the Cabrillo Palisades Companion Loan in an amount equal to any prepayment premium actually paid and allocable to the Cabrillo Palisades Companion Loan; seventh, to the holder of the Cabrillo Palisades Loan in an amount equal to any unpaid default interest accrued on the Cabrillo Palisades Loan; eighth, to the holder of the Cabrillo Palisades Companion Loan in an amount equal to any unpaid default interest accrued on the Cabrillo Palisades Companion Loan; S-107 ninth, to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan, pro rata, based upon the amount of any unreimbursed costs and expenses respectively owing to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan, up to the amount of any such unreimbursed costs and expenses; and tenth, any excess, pro rata, to the holder of the Cabrillo Palisades Loan and the holder of the Cabrillo Palisades Companion Loan based upon the current balance of each such loan, provided that if the balances of each such loan equal zero, then based upon the initial balances of each such loan. Cadbury Schweppes Loan Servicing Provisions of the Cadbury Schweppes Intercreditor Agreement. With respect to the Cadbury Schweppes Loan, the Master Servicer and Special Servicer will service and administer the Cadbury Schweppes Loan and the Cadbury Schweppes Companion Loan pursuant to the Pooling Agreement and the Cadbury Schweppes Intercreditor Agreement for so long as such Mortgage Loan is part of the trust. However, upon an event of default which does not constitute a payment default but is limited to a default in the performance by the related borrower of its obligations under its lease, or the failure to reimburse a servicing advance made to fulfill such obligations, the Master Servicer will generally be required to make servicing advances to cure any such borrower default and prevent a default under the lease, subject to customary standards of recoverability, and will be prohibited from foreclosing on the Mortgaged Property so long as any such advance, together with interest thereon, would be recoverable. Further, the Special Servicer will not be permitted to amend the Cadbury Schweppes Loan or the Cadbury Schweppes Companion Loan in a manner materially adverse to the holder of the Cadbury Schweppes Companion Loan without the consent of the holder of the Cadbury Schweppes Companion Loan. If the principal amount of the Cadbury Schweppes Companion Loan, less any existing Appraisal Reduction Amount is not less than 25%, of the original principal balance of the Cadbury Schweppes Companion Loan minus any principal payments allocated to and received on the Cadbury Schweppes Companion Loan, the holder of the Cadbury Schweppes Companion Loan will be entitled to advise and direct the Master Servicer and/or Special Servicer with respect to certain matters, provided that, at all times, the holder of the Cadbury Schweppes Companion Loan will have the sole and exclusive right to file and/or pursue a Defaulted. Lease Claim against the credit tenant as described in the related Intercreditor Agreement. The holder of the Cadbury Schweppes Companion Loan will be entitled to advise the Special Servicer with respect to certain matters related to the Cadbury Schweppes Loan and the Cadbury Schweppes Companion Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in this prospectus supplement. In the event of (a) any payment of principal or interest on the Cadbury Schweppes Mortgage Loan becomes ninety (90) or more days delinquent; (b) the acceleration of the Cadbury Schweppes Whole Loan; (c) the principal balance of the Cadbury Schweppes Mortgage Loan is not paid at maturity or (d) a borrower bankruptcy, under the circumstances and within the time periods specified in the Intercreditor Agreement,, the holder of the Cadbury Schweppes Companion Loan will be entitled to purchase the Cadbury Schweppes Loan from the trust for a purchase price equal to the sum of (i) the principal balance of the Cadbury Schweppes Loan, together with accrued and unpaid interest thereon through the date of purchase, (ii) unreimbursed advances together with accrued and unpaid interest thereon and (iii) any other amounts payable under the related loan documents and the related Intercreditor Agreement. Applications of Payments. Pursuant to the Cadbury Schweppes Intercreditor Agreement, to the extent described below, the right of the holder of the Cadbury Schweppes Companion Loan to receive payments with respect to the Cadbury Schweppes Companion Loan (other than payments in respect of Defaulted Lease Claims) is subordinated to the payment rights of the trust to receive payments with respect to the Cadbury Schweppes Loan. All payments and proceeds of the Cadbury Schweppes Loan and the Cadbury Schweppes Companion Loan (including, among other things, regular payments, insurance proceeds and liquidation proceeds), other than in respect of Defaulted Lease Claims, whether before or after the occurrence of an event of default with respect to the Cadbury Schweppes Loan, will be applied first, in the event of liquidation of the real property, a determination that applicable servicing advances are nonrecoverable, or a lease acceleration or termination, first to reimbursement of servicing advances S-108 together with interest thereon. All remaining amounts (or all amounts if no such liquidation, nonrecoverability determination or lease acceleration or termination has occurred), will be paid in the following manner: first, to the holder of the Cadbury Schweppes Loan, in an amount equal to interest due with respect to the Cadbury Schweppes Loan at the pre-default interest rate thereon; second, to the holder of the Cadbury Schweppes Loan, in an amount equal to the portion of any scheduled payments of principal allocable to the Cadbury Schweppes Loan (including, following acceleration, the full principal balance thereof); third, to fund any applicable reserves or other amounts required under the terms of the loan documents for the Cadbury Schweppes Whole Loan or to pay taxes or insurance and any insurance proceeds required to repair the related mortgaged property; fourth, to the holder of the Cadbury Schweppes Companion Loan, in an amount equal to amounts then due with respect to the Cadbury Schweppes Companion Loan (including reimbursement of any advances made by or on behalf of the holder of the Cadbury Schweppes Companion Loan, interest due with respect to the Cadbury Schweppes Companion Loan at the pre-default interest rate thereon and any scheduled payments of principal allocable to the related Cadbury Schweppes Companion Loan); fifth, to reimburse the Master Servicer, Special Servicer or the holder of the Cadbury Schweppes Companion Loan pro rata for any outstanding advances made by either such party on the Cadbury Schweppes Loan or the Cadbury Schweppes Companion Loan, to the extent then deemed to be nonrecoverable and not previously reimbursed; sixth, sequentially to the Cadbury Schweppes Loan and then the Cadbury Schweppes Companion Loan, in each case until paid in full, any unscheduled payments of principal with respect thereto; seventh, to any prepayment premiums (allocated pro rata based on the principal then prepaid); eighth, to any default interest, first to the default interest accrued on the Cadbury Schweppes Loan and then to the default interest accrued on the Cadbury Schweppes Companion Loan; and ninth, any excess will be paid to the related borrower or as otherwise specified in the related loan documents. Proceeds of Defaulted Lease Claims generally will be applied first to payment of amounts due under the Cadbury Schweppes Companion Loan, and thereafter will be payable to holder of the Cadbury Schweppes Loan. If any excess amount is paid by the related borrower, and not otherwise applied in accordance with the foregoing seven clauses, such amount will be paid to the holder of the Cadbury Schweppes Loan and the holder of the Cadbury Schweppes Companion Loan in accordance with the terms of the related Intercreditor Agreement. Firewheel Corners Loan Servicing Provisions of the Firewheel Corners Intercreditor Agreement. With respect to the Firewheel Corners Whole Loan, the Master Servicer and the Special Servicer will service and administer the Firewheel Corners Whole Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement for so long as the Firewheel Corners Loan is part of the trust. The Master Servicer and/or the Special Servicer may not enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of the related loan documents without obtaining the prior written consent of the holder of the Firewheel Corners Companion Loan if such proposed amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of the related loan documents adversely affects the lien priority of the related mortgage or constitutes certain material modifications specified in the related Intercreditor Agreement, 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 (i) any payment of principal or interest on either or both of the Firewheel Corners Loan or the Firewheel Corners Companion Loan becomes ninety (90) or more days delinquent; (ii) the S-109 principal balance of the Firewheel Corners Loan and/or Firewheel Corners Companion Loan has been accelerated; (iii) the principal balance of either or both of the Firewheel Corners Loan or Firewheel Corners Companion Loan is not paid at maturity, (iv) the related borrower files a petition for bankruptcy or is otherwise the subject of a bankruptcy proceeding or (v) any other event where the cash flow payment under the Firewheel Corners Companion Loan has been interrupted and the cash flow waterfall under the related Intercreditor Agreement converted to sequential payments, the holder of the Firewheel Corners Companion Loan will be entitled to purchase the Firewheel Corners Loan from the Trust Fund for a period of thirty (30) days after its receipt of a repurchase option notice, subject to certain conditions set forth in the related Intercreditor Agreement. The purchase price will include, among other things, an amount equal to the unpaid principal balance of the Firewheel Corners Loan, together with all unpaid interest on the Firewheel Corners Loan at the related mortgage rate (excluding default interest or other late payment charges) and any unreimbursed advances, expenses and interest on advances related to the Firewheel Corners Loan. Application of Payments. Pursuant to the Firewheel Corners Intercreditor Agreement and prior to the occurrence of (i) the acceleration of the Firewheel Corners Loan or the Firewheel Corners Companion Loan (ii) a monetary event of 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 Firewheel Corners Companion Loan. Any escrow and reserve payments required in respect of the Firewheel Corners Loan or Firewheel Corners Companion Loan will be paid to the Master Servicer. Following the occurrence and during the continuance of (i) the acceleration of the Firewheel Corners Loan or Firewheel Corners 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 Firewheel Corners Companion Loan from the Trust Fund, all payments and proceeds (of whatever nature excluding certain reserves, escrows, insurance proceeds and awards otherwise required to be applied under the related loan documents or released to the related borrower) on such Firewheel Corners Companion Loan will be subordinated to all payments due on the related Firewheel Corners Loan and the amounts with respect to such Firewheel Corners 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 accrued and unpaid servicing fees and other servicing compensation earned by such entity; third, to the holder of the Firewheel Corners Loan, in an amount equal to interest due with respect to the Firewheel Corners Loan; fourth, to the holder of the Firewheel Corners Loan, in an amount equal to the principal balance of the Firewheel Corners Loan until paid in full; fifth, to the holder of the Firewheel Corners Loan , in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Firewheel Corners Loan; sixth, to the holder of the Firewheel Corners Companion Loan, up to the amount of any unreimbursed costs and expenses paid by the holder of the Firewheel Corners Companion Loan and accrued and unpaid servicing fees with respect to the Firewheel Corners Whole Loan; seventh, to the holder of the Firewheel Corners Companion Loan, in an amount equal to interest due with respect to the Firewheel Corners Companion Loan; eighth, to the holder of the Firewheel Corners Companion Loan, in an amount equal to the principal balance of the Firewheel Corners Companion Loan until paid in full; ninth, to the holder of the Firewheel Corners Companion Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Firewheel Corners Companion Loan; tenth, to the holder of the Firewheel Corners Loan and the holder of the Firewheel Corners Companion Loan, in an amount equal to any unpaid default interest (in excess of amounts paid pursuant S-110 to items set forth in clauses (third) through (seventh) above) accrued on the Firewheel Corners Loan and the Firewheel Corners Companion Loan, respectively; eleventh, any amounts actually collected or recovered on the Firewheel Corners Whole Loan that represent late payment charges, other than a prepayment premium or default interest, that are not payable to the servicer or trustee pursuant to the securitization servicing agreements in respect of the Firewheel Corners Whole Loan shall be paid to the holder of the Firewheel Corners Loan and the holder of the Firewheel Corners Companion Loan on a pro rata basis based on the initial balance of the respective loans; and twelfth, any excess, to the holder of the Firewheel Corners Loan and the holder of the Firewheel Corners Companion Loan, pro rata, based upon the outstanding principal balances, provide that if the principal balance of the Firewheel Corners Companion Loan is equal to zero, then based upon the initial principal balances. Great Wolf Resorts Loan Servicing Provisions of the Great Wolf Resorts Intercreditor Agreement. With respect to the Great Wolf Resorts Whole Loan, the Master Servicer and the Special Servicer will service and administer the Great Wolf Resorts Whole Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement for so long as the Great Wolf Resorts Loan, is part of the trust. If the principal amount of the Great Wolf Companion Loan, less any existing related Appraisal Reduction Amount, is not less than 25% of the original principal amount of the Great Wolf Resorts Companion Loan, the holder of the Great Wolf Resorts Companion Loan, or an advisor on its behalf, will be entitled to advise and direct the Master Servicer and/or the Special Servicer with respect to certain matters, including, among other things, foreclosure or material modifications of the Great Wolf Resorts 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 any monetary default under the Great Wolf Resorts Loan, the holder of the Great Wolf Resorts Companion Loan will be entitled to (i) cure such monetary default within ten (10) business days following the expiration of the cure period afforded the related borrower under the mortgage loan documents (or if no such cure period or written notice of such monetary default is afforded such borrower, then within seven (7) calendar days following receipt of written notice of the occurrence of such monetary default by the holder of the Great Wolf Resorts Companion Loan). With respect to any monetary defaults which occur in consecutive months, the cure period described above (seven (7) or ten (10) days, as applicable) shall apply only to the monetary default which occurs in the first of such consecutive months, and in order to prevent the monetary defaults of the related borrower in the succeeding consecutive months from constituting an event of default under the related mortgage loan documents, the holder of the Great Wolf Resorts Companion Loan shall be required in such succeeding consecutive months to make the payment due under the Great Wolf Resorts Loan within three (3) business days following the expiration of the cure period afforded the borrower under the related mortgage loan documents (or if no such cure period or written notice of such monetary default is afforded to the related borrower, then within three (3) business days following the occurrence of any monetary default under the related mortgage loan documents). In addition, the holder of the Great Wolf Resorts Companion Loan has the right, by written notice to the holder of the Great Wolf Resorts Loan delivered at any time the Great Wolf Resorts Loan is being serviced by the Special Servicer and, among other things, the monthly payments under the Great Wolf Resorts Loan are at least forty-five (45) days delinquent, to purchase the Great Wolf Resorts Loan from the trust after the expiration of the cure period subject to the terms and conditions contained in the Great Wolf Resorts Intercreditor Agreement. The purchase price will include, among other things, an amount equal to the unpaid principal balance of the Great Wolf Resorts Loan, together with all unpaid interest on the Great Wolf Resorts Loan at the related mortgage rate (excluding any default interest which may be due and payable, late changes and any prepayment consideration due under the related mortgage loan documents) and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the Great Wolf Resorts Loan is responsible. S-111 Application of Payments. Pursuant to the Great Wolf Resorts Intercreditor Agreement, to the extent described below, the right of the holder of the Great Wolf Resorts Companion Loan to receive payments with respect to the related Great Wolf Resorts Companion Loan is subordinate to the payment rights of the trust to receive payments with respect to the Great Wolf Resorts Loan. Prior to the occurrence and continuation of a monetary default or a material non-monetary event of default with respect to the Great Wolf Resorts Loan, and other than during any period when such mortgage loan becomes a specially serviced mortgage loan pursuant to the Great Wolf Resorts Intercreditor Agreement, all payments and proceeds (of whatever nature) received with respect to the Great Wolf Resorts Loan and the related Great Wolf Resorts Companion Loan (excluding certain reserves, escrows, insurance proceeds and awards otherwise required to be applied under the related loan documents or released to the related borrower and after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Great Wolf Resorts Whole Loan) will be paid in the following manner: first, to the holder of the Great Wolf Resorts Loan in an amount equal to all accrued and unpaid interest due with respect to the Great Wolf Resorts Loan; second, to the holder of the Great Wolf Resorts Loan in an amount equal to principal payments due with respect to the Great Wolf Resorts Loan; third, to the holder of the Great Wolf Resorts Loan up to the amount of any unreimbursed costs and expenses paid by the holder of the Great Wolf Resorts Loan, including any recovered costs not reimbursed to such holder (or paid or advanced by the Servicer or the Trustee on its behalf and not previously paid or reimbursed) pursuant to the Great Wolf Resorts Intercreditor Agreement or the Pooling and Servicing Agreement; fourth, to the holder of the related Great Wolf Resorts Companion Loan in an amount equal to all accrued and unpaid interest due with respect to such Great Wolf Resorts Companion Loan; fifth, to the holder of the Great Wolf Resorts Companion Loan in an amount equal to principal payments due with respect to the Great Wolf Resorts Companion Loan; sixth, any unscheduled principal payment on the Great Wolf Resorts Whole Loan shall be paid, (i) first, to the Great Wolf Resorts Loan holder until such time as the unpaid principal amount of the Great Wolf Resorts Loan has been reduced to zero and all accrued and unpaid interest and all other amounts due in respect of the Great Wolf Resorts Loan have been paid in full (including any prepayment consideration being paid in accordance with the principal payments to which it relates); and (ii) second, to the Great Wolf Resorts Companion Loan holder until such time as the unpaid principal amount of Great Wolf Resorts Companion Loan has been reduced to zero (including any prepayment consideration being paid in accordance with the principal payments to which it relates); and seventh, any remaining amounts shall be paid, (i) first to the holder of the Great Wolf Resorts Companion Loan, to the extent not paid under clause (c) above, up to the amount of any unreimbursed costs and expenses paid or reimbursed by such Great Wolf Resorts Companion Loan holder (or paid or advanced by the Servicer or the Trustee on its behalf and not previously paid or reimbursed) with respect to the Great Wolf Resorts Whole Loan or the Pooling and Servicing Agreement, and (ii) second, any remaining amount in accordance with the related loan agreement with respect to the Great Wolf Resorts Whole Loan. Notwithstanding the foregoing, in the event that the holder of the Great Wolf Resorts Companion Loan has previously made a cure payment pursuant to the Great Wolf Resorts Intercreditor Agreement in respect of any monetary default and the related borrower subsequently makes the payment for which the monetary default exists, such payment shall be remitted to the holder of the Great Wolf Resorts Companion Loan to reimburse it for such cure payment, so long as no amounts would be payable at such time to the holder of the Great Wolf Resorts Loan under the foregoing clauses (first) through (third) and payments are not required to be applied following an event of default as described below. Following the occurrence and continuation of a monetary default or a material non-monetary event of default with respect to the Great Wolf Resorts Loan and during any period when such mortgage loan becomes a specially serviced mortgage loan pursuant to the Great Wolf Resorts Intercreditor Agreement, S-112 and subject to the holder of the related Great Wolf Resorts Companion Loan holder's right to purchase the Great Wolf Resorts Loan from the trust, all payments and proceeds (of whatever nature) received with respect to the Great Wolf Resorts Loan and the related Great Wolf Resorts Companion Loan (excluding certain reserves, escrows, insurance proceeds and rewards otherwise required to be applied under the related loan documents or released to the related borrower ), after payment or reimbursement of any amounts due, payable or reimbursable with respect to the Great Wolf Resorts Whole Loan under the Pooling and Servicing Agreement will be paid in the following manner: first, to the holder of the Great Wolf Resorts Loan in an amount equal to all accrued and unpaid interest due with respect to the Great Wolf Resorts Loan; second, to the holder of the Great Wolf Resorts Loan in an amount equal to the Great Wolf Resorts Loan principal balance, until such time as the unpaid principal amount of such Great Wolf Resorts Loan has been reduced to zero and all accrued and unpaid interest and all other amounts due in respect of the Great Wolf Resorts Loan have been paid in full (other than amounts described in clauses (sixth) and (seventh) below); third, to the holder of the Great Wolf Resorts Loan up to the amount of any unreimbursed costs and expenses paid by such holder of the Great Wolf Resorts Loan including any recovered costs not reimbursed to the holder of the Great Wolf Resorts Loan (or paid or advanced by the Servicer or the Trustee on its behalf and not previously paid or reimbursed) pursuant to the Great Wolf Resorts Intercreditor Agreement or the Pooling and Servicing Agreement; fourth, to the holder of the Great Wolf Resorts Companion Loan, in an amount equal to the accrued and unpaid interest on the Great Wolf Resorts Companion Loan principal balance; fifth, to the holder of the Great Wolf Resorts Companion Loan, in an amount equal to the Great Wolf Resorts Companion Loan principal balance, until such time as the unpaid principal amount of the Great Wolf Resorts Companion Loan has been reduced to zero and all accrued and unpaid interest and all other amounts due in respect the Great Wolf Resorts Companion Loan have been paid in full (other than amounts described in clauses (sixth) and (seventh) below); sixth, (i) first, to the holder to the Great Wolf Resorts Loan, any prepayment consideration attributable to the Great Wolf Resorts Loan, to the extent due and payable by the related borrower, computed on the prepaid amounts of the Great Wolf Resorts Loan principal balance, and (ii) second, to the holder of the Great Wolf Resorts Companion Loan, any prepayment consideration attributable to the Great Wolf Resorts Companion Loan, to the extent due and payable by the related borrower, computed on the prepaid amounts of the Great Wolf Resorts Companion Loan principal balance; seventh, to the extent any default interest on the Great Wolf Resorts Whole Loan is not required to be paid to the Servicer or used to offset interest on advances under the Pooling and Servicing Agreement, any such default interest in excess of the interest paid in accordance with clauses (first) and (sixth) above, (i) first, to the holder of the Great Wolf Resorts Loan such amounts at the Great Wolf Resorts Loan default rate and (ii) then, to the holder of Great Wolf Resorts Companion Loan such amounts at the Great Wolf Resorts Companion Loan default rate; and eighth, if any excess amount is paid by the related borrower, and not otherwise applied in accordance with the foregoing clauses, such remaining amount shall be paid as follows: (i) first, to the holder of the Great Wolf Resorts Companion Loan, up to the amount of any unreimbursed costs and expenses (including any protective advances and any cure payments pursuant to the Great Wolf Resorts Intercreditor Agreement) paid or reimbursed by such holder of the Great Wolf Resorts Companion Loan (or paid or advanced by the Servicer or the Trustee on its behalf and not previously paid or reimbursed) with respect to the Great Wolf Resorts Whole Loan pursuant to the Great Wolf Resorts Intercreditor Agreement or the Pooling and Servicing Agreement, and (ii) second, any remaining amount (other than late payment charges and default interest received from the related borrower required under the Pooling and Servicing Agreement to be paid to the Servicer) to the holder of the Great Wolf Resorts Loan and the holder to the Great Wolf Resorts Companion Loan on a pro rata basis in accordance with their respective percentage interests in the Great Wolf Resorts Whole Loan. If the related mortgaged property securing the Great Wolf Resorts Whole Loan shall become an REO Property, then, for purposes of calculating the remittances to be made to the respective holders of S-113 the Great Wolf Resorts Loan and the Great Wolf Resorts Companion Loan and others, as well as for purposes of any other relevant calculations hereunder, the Great Wolf Resorts Whole Loan shall be deemed to have remained outstanding, the related mortgage loan documents shall be deemed to have remained in full force and effect, and amounts collected on the related mortgaged property shall be applied as provided above as if the Great Wolf Resorts Whole Loan remained outstanding. Mezz Cap Loans Servicing Provisions of the Mezz Cap Intercreditor Agreements. With respect to the Mezz Cap Loans, the Master Servicer and Special Servicer will service and administer each Mezz Cap Loan and the related Mezz Cap Companion Loan pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreements for so long as such Mezz Cap Loan is part of the Trust Fund. The Master Servicer and/or the Special Servicer may not enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of the related loan documents without obtaining the prior written consent of the holder of the related Mezz Cap Companion Loan if such proposed amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of the related loan documents adversely affects the lien priority of the related mortgage or constitutes certain material modifications specified in the related Intercreditor Agreement, 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 Mezz Cap Loan or Mezz Cap Companion Loan becomes ninety (90) or more days delinquent, (ii) the principal balance of a Mezz Cap Loan or Mezz Cap Companion Loan has been accelerated, (iii) the principal balance of a Mezz Cap Loan or Mezz Cap Companion Loan is not paid at maturity, (iv) the borrower declares bankruptcy or (v) any other event where the cash flow payment under a Mezz Cap Companion Loan has been interrupted and payments are made pursuant to the event of default waterfall, the holder of such Mezz Cap Companion Loan will be entitled to purchase the related Mezz Cap Loan from the Trust Fund for a period of thirty (30) days after its receipt of a repurchase option notice, subject to certain conditions set forth in the related Mezz Cap Intercreditor Agreement. The purchase price will generally equal the unpaid principal balance of the related Mezz Cap Loan, together with all unpaid interest on the related Mezz Cap Loan (other than default interest and late payment charges) at the related mortgage rate and any outstanding servicing expenses, advances and interest on advances. Unless the borrower or an affiliate is purchasing a Mezz Cap Loan, no prepayment consideration will be payable in connection with the purchase of such Mezz Cap Loan. Application of Payments. Pursuant to the related Mezz Cap Intercreditor Agreement and prior to the occurrence of (i) the acceleration of a Mezz Cap Loan or Mezz Cap Companion Loan, (ii) a monetary event of 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 Mezz Cap Companion Loan. Any escrow and reserve payments required in respect of a Mezz Cap Loan or Mezz Cap Companion Loan will be paid to the Master Servicer. Following the occurrence and during the continuance of (i) the acceleration of a Mezz Cap Loan or Mezz Cap 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 a Mezz Cap Companion Loan to purchase the related Mezz Cap Loan from the Trust Fund, all payments and proceeds (of whatever nature) on such Mezz Cap Companion Loan will be subordinated to all payments due on related Mezz Cap Loan and the amounts with respect to such Whole Loan will be paid (excluding certain reserves, escrows, insurance proceeds and awards otherwise required to be applied under the related loan documents or released to the related borrower) 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 and other servicing compensation earned by such entity; S-114 third, to the holder of the related Mezz Cap Loan, in an amount equal to accrued and unpaid interest with respect to the related Mezz Cap Loan; fourth, to the holder of the related Mezz Cap Loan, in an amount equal to the principal balance of the related Mezz Cap Loan until paid in full; fifth, to the holder of the related Mezz Cap Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the related Mezz Cap Loan; sixth, to the holder of the related Mezz Cap Companion Loan, up to the amount of any unreimbursed costs and expenses paid by the holder of such Mezz Cap Companion Loan and then to accrued and unpaid servicing fees with respect to the Mezz Cap Companion Loan; seventh, to the holder of the related Mezz Cap Companion Loan, in an amount equal to accrued and unpaid interest with respect to such Mezz Cap Companion Loan; eighth, to the holder of the related Mezz Cap Companion Loan, in an amount equal to the principal balance of such Mezz Cap Companion Loan until paid in full; ninth, to the holder of the related Mezz Cap Companion Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to such Mezz Cap Companion Loan; tenth, to the holder of the related Mezz Cap Loan and the holder of the related Mezz Cap Companion Loan, in an amount equal to any unpaid excess default interest accrued on the related Mezz Cap Loan and such Mezz Cap Companion Loan, respectively; eleventh, any amounts collected or recovered on the Mezz Cap Whole Loan that represent late payment charges, other than a prepayment premium or default interest, that are not payable to any servicer in respect of the Mezz Cap Loan or Mezz Cap Companion Loan are payable to the holder of the Mezz Cap Loan and Mezz Cap Companion Loan on a pro rata basis based on the initial balance of each such loan, respectively; and twelfth, any excess, to the holder of the related Mezz Cap Loan and the holder of the related Mezz Cap Companion Loan, pro rata, based upon the initial principal balances of the related loans. 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. 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 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, A-5 and A-6 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, A-5, and A-6, unless otherwise specified, such numerical and statistical information excludes any Subordinate Companion S-115 Loans. For purposes of the calculation of DSC Ratios and LTV Ratios with respect to the One & Two International Place Loan and the 450 West 33rd Street 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, A-5 and A-6 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, A-5 and A-6: (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, replacement reserves and furniture, fixture and equipment 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, 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 92 Mortgage Loans, representing 52.1% of the Cut-Off Date Pool Balance (70 Mortgage Loans in Loan Group 1 or 48.7% of the Cut-Off Date Group 1 Balance and 22 Mortgage Loans in Loan Group 2 or 73.7% of the Cut-Off Date Group 2 Balance), where Periodic Payments are interest-only for a certain amount of 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 4 Mortgage Loans (loan numbers 57, 58, 82 and 169), representing 1.3% of the Cut-Off Date Pool Balance (3 Mortgage Loans in Loan Group 1 or 1.0% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 3.5% 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 (6) 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 S-116 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, or other indications of anticipated income (generally supported by cash reserves or letters of credit) supplied 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 (or a rate of less than 5.0% has been assumed) 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 and self storage 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 1.0% to 7.0% of effective gross revenue (except with respect to full service hospitality properties, where a minimum of 3.0% 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 1.0% 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; provided, however, that with respect to 1 Mortgage Loan S-117 (loan number 57), representing 0.5% of the Cut-Off Date Principal Balance (0.5% of the Cut-Off Date Group 1 Balance) for purposes of calculating any such loan-to-value ratios, such ratios were adjusted taking into account amounts available under a letter of credit. (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; provided, however, that with respect to 1 Mortgage Loan (loan number 57), representing 0.5% of the Cut-Off Date Principal Balance (0.5% of the Cut-Off Date Group 1 Balance) for purposes of calculating any such loan-to-value ratios, such ratios were adjusted by taking into account an amount available under a letter of credit. (iii) References to "Loan per Sq. Ft., Unit or Room" are, for each Mortgage Loan secured by a lien on a multifamily 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, 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) 0.0004%, 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. (vii) 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. (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 S-118 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 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-119 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS(1) NUMBER OF AGGREGATE % OF AVERAGE HIGHEST MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE BALANCE BALANCE - -------------------------- ------------ ----------------- -------------- -------------- -------------- Office ................... 39 $1,079,253,946 38.4% $27,673,178 $216,000,000 Retail ................... 114 699,471,581 24.9 $ 6,135,716 $ 29,250,000 Retail -- Anchored ...... 91 581,374,195 20.7 $ 6,388,727 $ 29,250,000 Retail -- Unanchored..... 15 78,980,225 2.8 $ 5,265,348 $ 26,962,757 Retail -- Shadow Anchored(4) ............ 8 39,117,161 1.4 $ 4,889,645 $ 9,200,000 Multifamily .............. 37 434,740,449 15.5 $11,749,742 $ 43,000,000 Hospitality(5) ........... 56 285,026,438 10.1 $ 5,089,758 $ 27,798,196 Mixed Use ................ 5 147,352,188 5.2 $29,470,438 $ 53,000,000 Industrial ............... 29 80,460,737 2.9 $ 2,774,508 $ 14,200,000 Special Purpose(6) ....... 5 51,799,250 1.8 $10,359,850 $ 42,440,495 Self Storage ............. 3 20,364,780 0.7 $ 6,788,260 $ 13,000,000 Land(7) .................. 3 10,091,890 0.4 $ 3,363,963 $ 3,907,504 --- -------------- ----- 291 $2,808,561,259 100.0% $ 9,651,413 $216,000,000 === ============== ===== WTD. AVG. STATED REMAINING WTD. WTD. AVG. WTD. AVG. TERM TO WTD. MINIMUM WTD. AVG. AVG. CUT-OFF DATE LTV RATIO AT MATURITY AVG. DSC DSC MAXIMUM OCCUPANCY MORTGAGE PROPERTY TYPE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATIO DSC RATIO RATE(3) RATE - -------------------------- -------------- -------------- ----------- ---------- --------- ----------- ----------- ----------- Office ................... 69.6% 61.0% 110 1.56x 1.20x 3.42x 88.9% 5.232% Retail ................... 72.7% 60.9% 119 1.42x 1.20x 3.07x 96.8% 5.486% Retail -- Anchored ...... 72.9% 62.6% 115 1.41x 1.20x 3.07x 96.9% 5.476% Retail -- Unanchored..... 70.1% 52.9% 133 1.50x 1.20x 2.51x 96.2% 5.585% Retail -- Shadow Anchored(4) ............ 74.3% 50.7% 138 1.36x 1.22x 1.55x 95.8% 5.441% Multifamily .............. 73.5% 66.7% 102 1.35x 1.20x 4.59x 94.6% 5.348% Hospitality(5) ........... 57.3% 41.4% 118 2.14x 1.29x 3.08x NA 5.757% Mixed Use ................ 72.5% 61.0% 100 1.34x 1.21x 3.31x 91.8% 5.873% Industrial ............... 75.0% 63.6% 98 1.36x 1.26x 1.91x 89.4% 5.593% Special Purpose(6) ....... 72.9% 61.5% 113 1.41x 1.38x 1.91x 100.0% 5.531% Self Storage ............. 67.6% 56.6% 120 1.32x 1.26x 1.45x 90.4% 5.652% Land(7) .................. 70.8% 59.4% 118 1.31x 1.23x 1.37x 100.0% 5.568% 70.1% 59.9% 111 1.53X 1.20X 4.59X 92.4% 5.420% - ------- (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 19 Mortgage Loans secured by hospitality properties and 1 Mortgage Loan secured by a special purpose property, representing 11.7% of the Cut-Off Date Pool Balance. (4) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property. (5) With regard to 1 Mortgage Loan (loan number 5), the mortgaged property includes the fee interest in land which the ground tenant has improved and leased as 13 limited service hotels, the source of funds for which Mortgage Loan is the ground rent payments made to the related borrower. The 13 hotels are not part of the loan collateral for that Mortgage Loan, but the loan collateral for another Mortgage Loan (loan number 3) does include those 13 hotels. (6) Specifically, 2 mortgaged properties that are operated as parking garages, and 3 mortgaged properties that are used for childcare. (7) Specifically, the fee interest in land which the ground tenant has improved and leased as an anchored retail building or a restaurant. Neither of the retail building or restaurant is part of the loan collateral, and the sources of funds for loan repayment are the ground rent payments made to the related borrower. The sum of aggregate percentage calculations may not equal 100% due to rounding. S-120 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS(1) NUMBER OF AGGREGATE % OF AVERAGE HIGHEST MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE GROUP 1 BALANCE BALANCE BALANCE - -------------------------- ------------ ----------------- ----------------- -------------- -------------- Office ................... 39 $1,079,253,946 44.4% $27,673,178 $216,000,000 Retail ................... 114 699,471,581 28.7 $ 6,135,716 $ 29,250,000 Retail -- Anchored ...... 91 581,374,195 23.9 $ 6,388,727 $ 29,250,000 Retail -- Unanchored..... 15 78,980,225 3.2 $ 5,265,348 $ 26,962,757 Retail -- Shadow Anchored(4) ............ 8 39,117,161 1.6 $ 4,889,645 $ 9,200,000 Hospitality(5) ........... 56 285,026,438 11.7 $ 5,089,758 $ 27,798,196 Mixed Use ................ 5 147,352,188 6.1 $29,470,438 $ 53,000,000 Industrial ............... 29 80,460,737 3.3 $ 2,774,508 $ 14,200,000 Multifamily .............. 4 59,500,000 2.4 $14,875,000 $ 43,000,000 Special Purpose(6) ....... 5 51,799,250 2.1 $10,359,850 $ 42,440,495 Self Storage ............. 3 20,364,780 0.8 $ 6,788,260 $ 13,000,000 Land(7) .................. 3 10,091,890 0.4 $ 3,363,963 $ 3,907,504 --- -------------- ----- 258 $2,433,320,810 100.0% $ 9,431,476 $216,000,000 === ============== ===== WTD. AVG. STATED REMAINING WTD. WTD. AVG. WTD. AVG. TERM TO WTD. MINIMUM MAXIMUM WTD. AVG. AVG. CUT-OFF DATE LTV RATIO AT MATURITY AVG. DSC DSC DSC OCCUPANCY MORTGAGE PROPERTY TYPE LTV RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE - -------------------------- -------------- -------------- ----------- ---------- --------- --------- ----------- ----------- Office ................... 69.6% 61.0% 110 1.56x 1.20x 3.42x 88.9% 5.232% Retail ................... 72.7% 60.9% 119 1.42x 1.20x 3.07x 96.8% 5.486% Retail -- Anchored ...... 72.9% 62.6% 115 1.41x 1.20x 3.07x 96.9% 5.476% Retail -- Unanchored..... 70.1% 52.9% 133 1.50x 1.20x 2.51x 96.2% 5.585% Retail -- Shadow Anchored(4) ............ 74.3% 50.7% 138 1.36x 1.22x 1.55x 95.8% 5.441% Hospitality(5) ........... 57.3% 41.4% 118 2.14x 1.29x 3.08x NA 5.757% Mixed Use ................ 72.5% 61.0% 100 1.34x 1.21x 3.31x 91.8% 5.873% Industrial ............... 75.0% 63.6% 98 1.36x 1.26x 1.91x 89.4% 5.593% Multifamily .............. 65.2% 64.9% 63 1.61x 1.29x 4.59x 92.2% 5.435% Special Purpose(6) ....... 72.9% 61.5% 113 1.41x 1.38x 1.91x 100.0% 5.531% Self Storage ............. 67.6% 56.6% 120 1.32x 1.26x 1.45x 90.4% 5.652% Land(7) .................. 70.8% 59.4% 118 1.31x 1.23x 1.37x 100.0% 5.568% 69.3% 58.8% 111 1.56X 1.20X 4.59X 92.0% 5.433% - ------- (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 19 Mortgage Loans secured by hospitality properties and 1 Mortgage Loan secured by a special purpose property, representing 13.5% of the Cut-Off Date Group 1 Balance. (4) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property. (5) With regard to 1 Mortgage Loan (loan number 5), the mortgaged property includes the fee interest in land which the ground tenant has improved and leased as 13 limited service hotels, the source of funds for which Mortgage Loan is the ground rent payments made to the related borrower. The 13 hotels are not part of the loan collateral for that Mortgage Loan, but the loan collateral for another Mortgage Loan (loan number 3) does include those 13 hotels. (6) Specifically, 2 mortgaged properties that are operated as parking garages, and 3 mortgaged properties that are used for childcare. (7) Specifically, the fee interest in land, which the ground tenant has improved and leased as an anchored retail building or a restaurant. Neither the retail building nor the restaurant is part of the loan collateral, and the sources of funds for loan repayment are the ground rent payments made to the related borrower. S-121 MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS(1) NUMBER OF AGGREGATE % OF AVERAGE HIGHEST MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE PROPERTY TYPE PROPERTIES BALANCE GROUP 2 BALANCE BALANCE BALANCE - --------------------- ------------ -------------- ----------------- -------------- -------------- Multifamily ......... 33 $375,240,449 100.0% $11,370,923 $28,000,000 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 $28,000,000 == ============ ===== WTD. AVG. STATED REMAINING WTD. AVG. WTD. AVG. TERM TO WTD. MINIMUM MAXIMUM WTD. AVG. WTD. AVG. CUT-OFF DATE LTV RATIO AT MATURITY AVG. DSC DSC DSC OCCUPANCY MORTGAGE PROPERTY TYPE LTV RATIO MATURITY(2) (MOS.)(2) RATIO(2) RATIO RATIO RATE(3) RATE - --------------------- -------------- -------------- ----------- ---------- --------- --------- ----------- ---------- Multifamily ......... 74.8% 67.0% 108 1.31x 1.20x 1.73x 95.0% 5.334% 74.8% 67.0% 108 1.31x 1.20x 1.73x 95.0% 5.334% - ------- (1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount as detailed in the related Mortgage Loan documents). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. (3) Occupancy Rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll date set forth on Annex A-1 to this prospectus supplement. S-122 RANGE OF CUT-OFF DATE BALANCES FOR ALL MORTGAGE LOANS AGGREGATE % OF RANGE OF CUT-OFF NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF DATE BALANCES ($) LOANS BALANCE POOL BALANCE DATE BALANCE - ------------------------------------------------ ----------- ----------------- -------------- ----------------- (less than or equal to) 2,000,000 ............. 19 $ 31,066,229 1.1% $ 1,635,065 2,000,001 -- 3,000,000....................... 37 96,941,215 3.5 $ 2,620,033 3,000,001 -- 4,000,000....................... 33 116,925,703 4.2 $ 3,543,203 4,000,001 -- 5,000,000....................... 24 104,576,667 3.7 $ 4,357,361 5,000,001 -- 6,000,000....................... 14 76,131,499 2.7 $ 5,437,964 6,000,001 -- 7,000,000....................... 8 51,212,466 1.8 $ 6,401,558 7,000,001 -- 8,000,000....................... 11 84,289,340 3.0 $ 7,662,667 8,000,001 -- 9,000,000....................... 8 68,209,804 2.4 $ 8,526,226 9,000,001 -- 10,000,000....................... 7 66,031,995 2.4 $ 9,433,142 10,000,001 -- 15,000,000....................... 16 193,087,063 6.9 $ 12,067,941 15,000,001 -- 20,000,000....................... 9 151,149,902 5.4 $ 16,794,434 20,000,001 -- 25,000,000....................... 14 314,399,238 11.2 $ 22,457,088 25,000,001 -- 30,000,000....................... 10 281,312,549 10.0 $ 28,131,255 30,000,001 -- 35,000,000....................... 2 66,868,735 2.4 $ 33,434,368 35,000,001 -- 40,000,000....................... 3 112,144,476 4.0 $ 37,381,492 40,000,001 -- 45,000,000....................... 3 128,640,495 4.6 $ 42,880,165 45,000,001 -- 50,000,000....................... 3 143,443,083 5.1 $ 47,814,361 50,000,001 -- 55,000,000....................... 3 161,000,000 5.7 $ 53,666,667 55,000,001 -- 60,000,000....................... 1 57,844,828 2.1 $ 57,844,828 70,000,001 -- 75,000,000....................... 1 75,000,000 2.7 $ 75,000,000 75,000,001 -- 80,000,000....................... 1 79,785,970 2.8 $ 79,785,970 80,000,001 -- 216,000,000....................... 2 348,500,000 12.4 $174,250,000 -- -------------- ----- 229 $2,808,561,259 100.0% $ 12,264,460 === ============== ===== WTD. AVG. STATED REMAINING WTD. AVG. WTD. AVG. TERM TO RANGE OF CUT-OFF HIGHEST CUT-OFF CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. WTD. AVG. DATE BALANCES ($) DATE BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO MORTGAGE RATE - ------------------------------------------ ----------------- -------------- -------------- ---------- ----------- -------------- (less than or equal to) 2,000,000 ....... $ 2,000,000 61.4% 51.0% 106 1.90x 5.351% 2,000,001 -- 3,000,000................. $ 3,000,000 63.2% 54.1% 116 1.80x 5.483% 3,000,001 -- 4,000,000................. $ 4,000,000 68.8% 54.9% 121 1.49x 5.671% 4,000,001 -- 5,000,000................. $ 5,000,000 72.0% 57.4% 122 1.41x 5.640% 5,000,001 -- 6,000,000................. $ 6,000,000 74.6% 59.2% 120 1.40x 5.638% 6,000,001 -- 7,000,000................. $ 7,000,000 73.1% 62.6% 111 1.52x 5.241% 7,000,001 -- 8,000,000................. $ 7,915,939 73.7% 61.3% 114 1.43x 5.683% 8,000,001 -- 9,000,000................. $ 9,000,000 72.5% 56.2% 120 1.32x 5.619% 9,000,001 -- 10,000,000................. $ 10,000,000 71.4% 63.8% 109 1.46x 5.320% 10,000,001 -- 15,000,000................. $ 14,479,433 72.1% 62.5% 112 1.29x 5.400% 15,000,001 -- 20,000,000................. $ 19,456,803 74.3% 64.7% 109 1.32x 5.476% 20,000,001 -- 25,000,000................. $ 24,297,238 75.8% 67.8% 108 1.30x 5.469% 25,000,001 -- 30,000,000................. $ 29,718,000 71.9% 66.6% 102 1.66x 5.328% 30,000,001 -- 35,000,000................. $ 34,352,188 74.7% 59.7% 107 1.38x 5.479% 35,000,001 -- 40,000,000................. $ 40,000,000 70.6% 63.5% 97 1.60x 5.214% 40,000,001 -- 45,000,000................. $ 43,200,000 72.9% 64.6% 99 1.42x 5.510% 45,000,001 -- 50,000,000................. $ 49,843,594 64.8% 56.0% 98 2.07x 5.763% 50,000,001 -- 55,000,000................. $ 55,000,000 71.1% 60.1% 107 1.37x 5.500% 55,000,001 -- 60,000,000................. $ 57,844,828 54.5% 34.6% 119 2.09x 5.158% 70,000,001 -- 75,000,000................. $ 75,000,000 76.5% 65.0% 120 1.34x 5.200% 75,000,001 -- 80,000,000................. $ 79,785,970 54.3% 34.5% 119 2.36x 5.158% 80,000,001 -- 216,000,000................. $216,000,000 64.4% 55.8% 119 1.56x 5.165% $216,000,000 70.1% 59.9% 111 1.53X 5.420% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-123 RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE CUT-OFF DATE CUT-OFF RANGE OF CUT-OFF NUMBER OF DATE GROUP 1 DATE DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE - ------------------------------------------------ ----------- ----------------- --------- --------------- (less than or equal to) 2,000,000 ............. 17 $ 27,343,746 1.1% $ 1,608,456 2,000,001 -- 3,000,000....................... 36 94,091,215 3.9 $ 2,613,645 3,000,001 -- 4,000,000....................... 32 113,730,297 4.7 $ 3,554,072 4,000,001 -- 5,000,000....................... 21 90,569,041 3.7 $ 4,312,811 5,000,001 -- 6,000,000....................... 11 60,038,853 2.5 $ 5,458,078 6,000,001 -- 7,000,000....................... 6 37,812,466 1.6 $ 6,302,078 7,000,001 -- 8,000,000....................... 11 84,289,340 3.5 $ 7,662,667 8,000,001 -- 9,000,000....................... 5 42,009,804 1.7 $ 8,401,961 9,000,001 -- 10,000,000....................... 5 46,872,910 1.9 $ 9,374,582 10,000,001 -- 15,000,000....................... 9 110,022,216 4.5 $ 12,224,691 15,000,001 -- 20,000,000....................... 6 103,473,547 4.3 $ 17,245,591 20,000,001 -- 25,000,000....................... 10 224,002,238 9.2 $ 22,400,224 25,000,001 -- 30,000,000....................... 8 225,837,549 9.3 $ 28,229,694 30,000,001 -- 35,000,000....................... 2 66,868,735 2.7 $ 33,434,368 35,000,001 -- 40,000,000....................... 3 112,144,476 4.6 $ 37,381,492 40,000,001 -- 45,000,000....................... 3 128,640,495 5.3 $ 42,880,165 45,000,001 -- 50,000,000....................... 3 143,443,083 5.9 $ 47,814,361 50,000,001 -- 55,000,000....................... 3 161,000,000 6.6 $ 53,666,667 55,000,001 -- 60,000,000....................... 1 57,844,828 2.4 $ 57,844,828 70,000,001 -- 75,000,000....................... 1 75,000,000 3.1 $ 75,000,000 75,000,001 -- 80,000,000....................... 1 79,785,970 3.3 $ 79,785,970 80,000,001 -- 216,000,000....................... 2 348,500,000 14.3 $174,250,000 -- -------------- ----- 196 $2,433,320,810 100.0% $ 12,414,902 === ============== ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE LTV RATIO AT MATURITY DSC MORTGAGE DATE BALANCES ($) BALANCE RATIO MATURITY* (MOS.)* RATIO RATE - ------------------------------------------ --------------- ----------- ----------- ---------- ----------- ---------- (less than or equal to) 2,000,000 ....... $ 2,000,000 59.4% 49.7% 104 1.97x 5.324% 2,000,001 -- 3,000,000................. $ 3,000,000 62.8% 53.7% 116 1.80x 5.492% 3,000,001 -- 4,000,000................. $ 4,000,000 68.5% 54.6% 121 1.50x 5.682% 4,000,001 -- 5,000,000................. $ 4,800,000 71.3% 56.3% 123 1.43x 5.693% 5,000,001 -- 6,000,000................. $ 6,000,000 74.2% 57.5% 121 1.39x 5.772% 6,000,001 -- 7,000,000................. $ 6,808,374 73.8% 62.8% 109 1.55x 5.267% 7,000,001 -- 8,000,000................. $ 7,915,939 73.7% 61.3% 114 1.43x 5.683% 8,000,001 -- 9,000,000................. $ 9,000,000 72.5% 50.4% 136 1.35x 5.842% 9,000,001 -- 10,000,000................. $ 10,000,000 68.5% 62.1% 106 1.49x 5.299% 10,000,001 -- 15,000,000................. $ 14,466,482 71.9% 62.0% 112 1.27x 5.487% 15,000,001 -- 20,000,000................. $ 19,456,803 73.8% 63.4% 114 1.34x 5.573% 20,000,001 -- 25,000,000................. $ 24,297,238 75.2% 66.7% 112 1.33x 5.502% 25,000,001 -- 30,000,000................. $ 29,718,000 71.4% 65.9% 99 1.72x 5.286% 30,000,001 -- 35,000,000................. $ 34,352,188 74.7% 59.7% 107 1.38x 5.479% 35,000,001 -- 40,000,000................. $ 40,000,000 70.6% 63.5% 97 1.60x 5.214% 40,000,001 -- 45,000,000................. $ 43,200,000 72.9% 64.6% 99 1.42x 5.510% 45,000,001 -- 50,000,000................. $ 49,843,594 64.8% 56.0% 98 2.07x 5.763% 50,000,001 -- 55,000,000................. $ 55,000,000 71.1% 60.1% 107 1.37x 5.500% 55,000,001 -- 60,000,000................. $ 57,844,828 54.5% 34.6% 119 2.09x 5.158% 70,000,001 -- 75,000,000................. $ 75,000,000 76.5% 65.0% 120 1.34x 5.200% 75,000,001 -- 80,000,000................. $ 79,785,970 54.3% 34.5% 119 2.36x 5.158% 80,000,001 -- 216,000,000................. $216,000,000 64.4% 55.8% 119 1.56x 5.165% $216,000,000 69.3% 58.8% 111 1.56X 5.433% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-124 RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE CUT-OFF DATE CUT-OFF RANGE OF CUT-OFF NUMBER OF DATE GROUP 2 DATE DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE - ----------------------------------------- ----------- --------------- --------- ------------- (less than or equal to) 2,000,000 ....... 2 $ 3,722,482 1.0% $ 1,861,241 2,000,001 -- 3,000,000 ............... 1 2,850,000 0.8 $ 2,850,000 3,000,001 -- 4,000,000 ............... 1 3,195,406 0.9 $ 3,195,406 4,000,001 -- 5,000,000 ............... 3 14,007,626 3.7 $ 4,669,209 5,000,001 -- 6,000,000 ............... 3 16,092,646 4.3 $ 5,364,215 6,000,001 -- 7,000,000 ............... 2 13,400,000 3.6 $ 6,700,000 8,000,001 -- 9,000,000 ............... 3 26,200,000 7.0 $ 8,733,333 9,000,001 -- 10,000,000 ............... 2 19,159,085 5.1 $ 9,579,543 10,000,001 -- 15,000,000 ............... 7 83,064,847 22.1 $11,866,407 15,000,001 -- 20,000,000 ............... 3 47,676,355 12.7 $15,892,118 20,000,001 -- 25,000,000 ............... 4 90,397,000 24.1 $22,599,250 25,000,001 -- 28,000,000 ................ 2 55,475,000 14.8 $27,737,500 - ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE LTV RATIO AT MATURITY DSC MORTGAGE DATE BALANCES ($) BALANCE RATIO MATURITY* (MOS.)* RATIO RATE - ----------------------------------------- ------------- ----------- ----------- ---------- ----------- ---------- (less than or equal to) 2,000,000 ....... $ 1,950,000 76.1% 60.8% 120 1.34x 5.548% 2,000,001 -- 3,000,000 ............... $ 2,850,000 76.0% 66.1% 118 1.73x 5.190% 3,000,001 -- 4,000,000 ............... $ 3,195,406 79.9% 66.3% 119 1.28x 5.270% 4,000,001 -- 5,000,000 ............... $ 5,000,000 76.2% 65.0% 118 1.33x 5.302% 5,000,001 -- 6,000,000 ............... $ 5,650,000 75.9% 65.4% 118 1.42x 5.142% 6,000,001 -- 7,000,000 ............... $ 7,000,000 70.9% 62.4% 119 1.43x 5.169% 8,000,001 -- 9,000,000 ............... $ 9,000,000 72.5% 65.5% 95 1.27x 5.262% 9,000,001 -- 10,000,000 ............... $10,000,000 78.5% 67.9% 117 1.38x 5.372% 10,000,001 -- 15,000,000 ............... $14,479,433 72.3% 63.3% 113 1.31x 5.284% 15,000,001 -- 20,000,000 ............... $16,176,355 75.3% 67.5% 97 1.27x 5.267% 20,000,001 -- 25,000,000 ............... $24,240,000 77.3% 70.4% 100 1.25x 5.388% 25,000,001 -- 28,000,000 ................ $28,000,000 73.7% 69.6% 117 1.38x 5.500% $28,000,000 74.8% 67.0% 108 1.31X 5.334% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-125 MORTGAGED PROPERTIES BY STATE FOR ALL MORTGAGE LOANS(1) % OF AGGREGATE CUT-OFF AVERAGE NUMBER OF CUT-OFF DATE CUT-OFF MORTGAGED DATE POOL DATE STATE PROPERTIES BALANCE BALANCE BALANCE - ---------------------- ------------ ----------------- --------- -------------- MA ................... 14 $ 345,896,799 12.3% $24,706,914 CA ................... 20 283,038,986 10.1 $14,151,949 Southern(3) ......... 16 187,088,986 6.7 $11,693,062 Northern(3) ......... 4 95,950,000 3.4 $23,987,500 NY ................... 8 244,942,391 8.7 $30,617,799 TX ................... 48 224,543,504 8.0 $ 4,677,990 DC ................... 5 177,259,053 6.3 $35,451,811 VA ................... 10 171,430,483 6.1 $17,143,048 FL ................... 28 151,885,266 5.4 $ 5,424,474 NJ ................... 5 110,353,653 3.9 $22,070,731 NV ................... 12 96,328,277 3.4 $ 8,027,356 OH ................... 15 83,950,686 3.0 $ 5,596,712 IL ................... 6 75,818,770 2.7 $12,636,462 OK ................... 14 71,182,822 2.5 $ 5,084,487 MD ................... 4 67,924,011 2.4 $16,981,003 GA ................... 12 63,373,235 2.3 $ 5,281,103 AL ................... 6 60,129,514 2.1 $10,021,586 NC ................... 5 55,849,234 2.0 $11,169,847 WA ................... 8 50,185,106 1.8 $ 6,273,138 CO ................... 3 44,207,000 1.6 $14,735,667 PA ................... 8 43,800,469 1.6 $ 5,475,059 TN ................... 6 43,755,800 1.6 $ 7,292,633 AZ ................... 4 43,579,697 1.6 $10,894,924 MI ................... 6 42,889,081 1.5 $ 7,148,180 IA ................... 4 39,019,035 1.4 $ 9,754,759 MO ................... 2 31,977,420 1.1 $15,988,710 NM ................... 6 28,100,564 1.0 $ 4,683,427 MN ................... 6 23,949,572 0.9 $ 3,991,595 KS ................... 2 23,571,397 0.8 $11,785,699 IN ................... 3 21,349,503 0.8 $ 7,116,501 WI ................... 3 19,267,395 0.7 $ 6,422,465 UT ................... 2 18,000,000 0.6 $ 9,000,000 SC ................... 3 13,569,341 0.5 $ 4,523,114 MS ................... 2 7,360,000 0.3 $ 3,680,000 CT ................... 3 6,786,589 0.2 $ 2,262,196 LA ................... 2 6,242,000 0.2 $ 3,121,000 SD ................... 2 5,126,249 0.2 $ 2,563,124 KY ................... 1 3,900,000 0.1 $ 3,900,000 ID ................... 1 2,991,046 0.1 $ 2,991,046 WV ................... 1 2,596,312 0.1 $ 2,596,312 AR ................... 1 2,431,000 0.1 $ 2,431,000 -- -------------- ----- 291 $2,808,561,259 100.0% $ 9,651,413 === ============== ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. DATE LTV RATIO AT MATURITY DSC MORTGAGE STATE BALANCE RATIO MATURITY(2) (MOS.)(2) RATIO RATE - ---------------------- --------------- ----------- ------------- ----------- ----------- ---------- MA ................... $216,000,000 65.0% 57.5% 116 1.69x 5.341% CA ................... $ 53,000,000 70.0% 60.7% 107 1.42x 5.628% Southern(3) ......... $ 43,000,000 68.6% 61.4% 105 1.48x 5.509% Northern(3) ......... $ 53,000,000 72.7% 59.3% 110 1.29x 5.860% NY ................... $132,500,000 67.7% 59.4% 108 1.51x 5.285% TX ................... $ 34,352,188 68.8% 57.9% 113 1.56x 5.536% DC ................... $ 75,000,000 76.7% 67.4% 102 1.30x 5.137% VA ................... $ 55,000,000 71.4% 60.4% 112 1.59x 5.207% FL ................... $ 24,240,000 73.2% 60.6% 116 1.35x 5.643% NJ ................... $ 46,599,490 74.7% 63.3% 118 1.56x 5.406% NV ................... $ 29,250,000 67.0% 52.2% 118 1.74x 5.596% OH ................... $ 20,800,000 71.4% 62.2% 116 1.58x 5.411% IL ................... $ 42,440,495 74.7% 63.8% 110 1.39x 5.412% OK ................... $ 14,200,000 73.3% 61.5% 111 1.52x 5.390% MD ................... $ 32,516,547 72.3% 58.5% 104 1.47x 5.404% GA ................... $ 13,000,000 75.4% 62.6% 118 1.26x 5.386% AL ................... $ 22,500,000 75.2% 67.2% 88 1.30x 5.482% NC ................... $ 27,375,000 73.8% 59.9% 111 1.83x 5.196% WA ................... $ 16,100,000 67.9% 58.8% 113 1.40x 5.431% CO ................... $ 21,557,000 75.7% 66.7% 118 1.25x 5.191% PA ................... $ 13,344,831 68.1% 56.9% 117 1.64x 5.556% TN ................... $ 22,100,000 73.8% 67.1% 90 1.46x 5.273% AZ ................... $ 22,800,000 71.8% 64.7% 88 1.35x 5.123% MI ................... $ 27,798,196 48.1% 36.1% 118 2.67x 5.771% IA ................... $ 19,456,803 70.8% 59.4% 114 1.37x 5.657% MO ................... $ 22,500,000 74.5% 65.0% 117 1.28x 5.336% NM ................... $ 8,854,309 67.6% 60.4% 95 1.54x 6.083% MN ................... $ 6,400,000 70.6% 51.9% 122 1.47x 5.164% KS ................... $ 22,045,397 42.8% 33.9% 114 3.05x 5.791% IN ................... $ 16,000,000 74.5% 62.9% 116 1.25x 5.304% WI ................... $ 8,219,562 78.5% 70.1% 79 1.21x 5.199% UT ................... $ 11,000,000 72.3% 64.3% 120 1.35x 5.260% SC ................... $ 7,360,000 76.7% 67.4% 98 1.39x 5.451% MS ................... $ 4,000,000 57.0% 37.5% 118 1.48x 6.684% CT ................... $ 2,711,219 63.4% 55.8% 117 1.81x 5.538% LA ................... $ 4,050,000 67.9% 59.3% 116 1.63x 6.343% SD ................... $ 3,061,787 54.5% 34.6% 119 2.09x 5.158% KY ................... $ 3,900,000 67.2% 54.1% 179 1.20x 6.000% ID ................... $ 2,991,046 44.0% 40.0% 58 1.70x 6.180% WV ................... $ 2,596,312 66.6% 55.5% 119 1.55x 5.380% AR ................... $ 2,431,000 54.0% 54.0% 118 2.37x 5.100% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- (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 these 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 1 MORTGAGE LOANS(1) % OF AGGREGATE CUT-OFF AVERAGE NUMBER OF CUT-OFF DATE CUT-OFF MORTGAGED DATE GROUP 1 DATE STATE PROPERTIES BALANCE BALANCE BALANCE - ---------------------- ------------ ----------------- --------- -------------- MA ................... 12 $ 330,246,799 13.6% $27,520,567 CA ................... 18 250,038,986 10.3 $13,891,055 Southern(3) ......... 15 182,088,986 7.5 $12,139,266 Northern(3) ......... 3 67,950,000 2.8 $22,650,000 NY ................... 8 244,942,391 10.1 $30,617,799 TX ................... 45 183,018,504 7.5 $ 4,067,078 DC ................... 4 162,779,619 6.7 $40,694,905 VA ................... 7 153,149,433 6.3 $21,878,490 FL ................... 26 117,409,852 4.8 $ 4,515,764 NJ ................... 5 110,353,653 4.5 $22,070,731 NV ................... 12 96,328,277 4.0 $ 8,027,356 OH ................... 15 83,950,686 3.5 $ 5,596,712 MD ................... 4 67,924,011 2.8 $16,981,003 IL ................... 5 66,818,770 2.7 $13,363,754 OK ................... 13 62,023,737 2.5 $ 4,771,057 GA ................... 11 50,373,235 2.1 $ 4,579,385 WA ................... 7 48,235,106 2.0 $ 6,890,729 PA ................... 8 43,800,469 1.8 $ 5,475,059 MI ................... 6 42,889,081 1.8 $ 7,148,180 IA ................... 4 39,019,035 1.6 $ 9,754,759 NC ................... 3 38,576,752 1.6 $12,858,917 AZ ................... 3 34,579,697 1.4 $11,526,566 MO ................... 2 31,977,420 1.3 $15,988,710 NM ................... 6 28,100,564 1.2 $ 4,683,427 KS ................... 2 23,571,397 1.0 $11,785,699 AL ................... 4 21,453,160 0.9 $ 5,363,290 WI ................... 3 19,267,395 0.8 $ 6,422,465 SC ................... 3 13,569,341 0.6 $ 4,523,114 TN ................... 4 11,155,800 0.5 $ 2,788,950 CO ................... 1 10,000,000 0.4 $10,000,000 MS ................... 2 7,360,000 0.3 $ 3,680,000 CT ................... 3 6,786,589 0.3 $ 2,262,196 LA ................... 2 6,242,000 0.3 $ 3,121,000 IN ................... 2 5,349,503 0.2 $ 2,674,752 SD ................... 2 5,126,249 0.2 $ 2,563,124 MN ................... 2 4,984,944 0.2 $ 2,492,472 KY ................... 1 3,900,000 0.2 $ 3,900,000 ID ................... 1 2,991,046 0.1 $ 2,991,046 WV ................... 1 2,596,312 0.1 $ 2,596,312 AR ................... 1 2,431,000 0.1 $ 2,431,000 -- -------------- ----- 258 $2,433,320,810 100.0% $ 9,431,476 === ============== ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. DATE LTV RATIO AT MATURITY DSC MORTGAGE STATE BALANCE RATIO MATURITY(2) (MOS.)(2) RATIO RATE - ---------------------- --------------- ----------- ------------- ----------- ----------- ---------- MA ................... $216,000,000 64.4% 56.9% 116 1.71x 5.345% CA ................... $ 53,000,000 69.0% 59.5% 106 1.44x 5.650% Southern(3) ......... $ 43,000,000 68.4% 61.2% 105 1.49x 5.521% Northern(3) ......... $ 53,000,000 70.6% 55.1% 108 1.31x 5.997% NY ................... $132,500,000 67.7% 59.4% 108 1.51x 5.285% TX ................... $ 34,352,188 68.1% 55.3% 112 1.59x 5.565% DC ................... $ 75,000,000 77.6% 68.5% 101 1.30x 5.115% VA ................... $ 55,000,000 70.7% 59.8% 112 1.61x 5.177% FL ................... $ 18,171,810 71.8% 58.2% 116 1.36x 5.628% NJ ................... $ 46,599,490 74.7% 63.3% 118 1.56x 5.406% NV ................... $ 29,250,000 67.0% 52.2% 118 1.74x 5.596% OH ................... $ 20,800,000 71.4% 62.2% 116 1.58x 5.411% MD ................... $ 32,516,547 72.3% 58.5% 104 1.47x 5.404% IL ................... $ 42,440,495 75.1% 63.3% 118 1.41x 5.469% OK ................... $ 14,200,000 72.4% 60.7% 110 1.55x 5.381% GA ................... $ 10,573,923 76.4% 62.6% 118 1.28x 5.370% WA ................... $ 16,100,000 67.7% 58.9% 113 1.41x 5.420% PA ................... $ 13,344,831 68.1% 56.9% 117 1.64x 5.556% MI ................... $ 27,798,196 48.1% 36.1% 118 2.67x 5.771% IA ................... $ 19,456,803 70.8% 59.4% 114 1.37x 5.657% NC ................... $ 27,375,000 73.2% 56.9% 107 2.08x 5.082% AZ ................... $ 22,800,000 72.7% 65.8% 80 1.38x 5.080% MO ................... $ 22,500,000 74.5% 65.0% 117 1.28x 5.336% NM ................... $ 8,854,309 67.6% 60.4% 95 1.54x 6.083% KS ................... $ 22,045,397 42.8% 33.9% 114 3.05x 5.791% AL ................... $ 7,661,835 77.3% 64.4% 117 1.30x 5.820% WI ................... $ 8,219,562 78.5% 70.1% 79 1.21x 5.199% SC ................... $ 7,360,000 76.7% 67.4% 98 1.39x 5.451% TN ................... $ 4,600,000 61.2% 52.5% 107 1.90x 5.841% CO ................... $ 10,000,000 79.1% 68.2% 119 1.26x 5.360% MS ................... $ 4,000,000 57.0% 37.5% 118 1.48x 6.684% CT ................... $ 2,711,219 63.4% 55.8% 117 1.81x 5.538% LA ................... $ 4,050,000 67.9% 59.3% 116 1.63x 6.343% IN ................... $ 2,846,027 66.4% 50.2% 119 1.30x 5.526% SD ................... $ 3,061,787 54.5% 34.6% 119 2.09x 5.158% MN ................... $ 3,100,000 61.6% 13.1% 135 1.59x 5.234% KY ................... $ 3,900,000 67.2% 54.1% 179 1.20x 6.000% ID ................... $ 2,991,046 44.0% 40.0% 58 1.70x 6.180% WV ................... $ 2,596,312 66.6% 55.5% 119 1.55x 5.380% AR ................... $ 2,431,000 54.0% 54.0% 118 2.37x 5.100% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- (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 these 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 MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 2 MORTGAGE LOANS(1) % OF AGGREGATE CUT-OFF AVERAGE NUMBER OF CUT-OFF DATE CUT-OFF MORTGAGED DATE GROUP 2 DATE STATE PROPERTIES BALANCE BALANCE BALANCE - ---------------------- ------------ -------------- --------- -------------- TX ................... 3 $ 41,525,000 11.1% $13,841,667 AL ................... 2 38,676,355 10.3 $19,338,177 FL ................... 2 34,475,414 9.2 $17,237,707 CO ................... 2 34,207,000 9.1 $17,103,500 CA ................... 2 33,000,000 8.8 $16,500,000 Northern(3) ......... 1 28,000,000 7.5 $28,000,000 Southern(3) ......... 1 5,000,000 1.3 $ 5,000,000 TN ................... 2 32,600,000 8.7 $16,300,000 MN ................... 4 18,964,628 5.1 $ 4,741,157 VA ................... 3 18,281,051 4.9 $ 6,093,684 UT ................... 2 18,000,000 4.8 $ 9,000,000 NC ................... 2 17,272,482 4.6 $ 8,636,241 IN ................... 1 16,000,000 4.3 $16,000,000 MA ................... 2 15,650,000 4.2 $ 7,825,000 DC ................... 1 14,479,433 3.9 $14,479,433 GA ................... 1 13,000,000 3.5 $13,000,000 OK ................... 1 9,159,085 2.4 $ 9,159,085 AZ ................... 1 9,000,000 2.4 $ 9,000,000 IL ................... 1 9,000,000 2.4 $ 9,000,000 WA ................... 1 1,950,000 0.5 $ 1,950,000 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG. DATE LTV RATIO AT MATURITY DSC MORTGAGE STATE BALANCE RATIO MATURITY(2) (MOS.)(2) RATIO RATE - ---------------------- -------------- ----------- ------------- ----------- ----------- ---------- TX ................... $27,475,000 71.9% 69.0% 117 1.45x 5.410% AL ................... $22,500,000 74.1% 68.7% 72 1.30x 5.295% FL ................... $24,240,000 78.0% 68.8% 116 1.34x 5.695% CO ................... $21,557,000 74.7% 66.3% 117 1.24x 5.142% CA ................... $28,000,000 77.5% 69.3% 115 1.24x 5.459% Northern(3) ......... $28,000,000 77.6% 69.4% 115 1.24x 5.530% Southern(3) ......... $ 5,000,000 76.9% 68.2% 118 1.21x 5.060% TN ................... $22,100,000 78.1% 72.1% 84 1.31x 5.079% MN ................... $ 6,400,000 73.0% 62.2% 118 1.44x 5.146% VA ................... $ 8,200,000 77.2% 65.9% 118 1.40x 5.457% UT ................... $11,000,000 72.3% 64.3% 120 1.35x 5.260% NC ................... $15,500,000 75.0% 66.5% 118 1.26x 5.452% IN ................... $16,000,000 77.2% 67.2% 115 1.24x 5.230% MA ................... $10,000,000 78.3% 69.6% 118 1.41x 5.239% DC ................... $14,479,433 66.4% 55.3% 119 1.24x 5.380% GA ................... $13,000,000 71.6% 62.7% 118 1.20x 5.450% OK ................... $ 9,159,085 79.6% 66.7% 116 1.31x 5.450% AZ ................... $ 9,000,000 68.2% 60.7% 119 1.25x 5.290% IL ................... $ 9,000,000 71.8% 67.5% 50 1.21x 4.990% WA ................... $ 1,950,000 73.6% 56.4% 120 1.25x 5.700% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- (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 these 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-128 RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE DATE POOL CUT-OFF DATE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE - -------------------------- ----------- ----------------- ----------- -------------- 1.20 - 1.24 .............. 49 $ 668,302,756 23.8% $13,638,832 1.25 - 1.29 .............. 40 384,202,356 13.7 $ 9,605,059 1.30 - 1.34 .............. 23 328,678,455 11.7 $14,290,368 1.35 - 1.39 .............. 21 194,072,683 6.9 $ 9,241,556 1.40 - 1.44 .............. 13 184,839,836 6.6 $14,218,449 1.45 - 1.49 .............. 9 121,107,964 4.3 $13,456,440 1.50 - 1.54 .............. 11 129,892,214 4.6 $11,808,383 1.55 - 1.59 .............. 10 96,962,875 3.5 $ 9,696,288 1.60 - 1.64 .............. 2 11,700,000 0.4 $ 5,850,000 1.65 - 1.69 .............. 1 4,380,000 0.2 $ 4,380,000 1.70 - 1.74 .............. 5 33,232,856 1.2 $ 6,646,571 1.75 - 1.79 .............. 3 226,747,688 8.1 $75,582,563 1.85 - 1.89 .............. 3 53,596,399 1.9 $17,865,466 1.90 - 1.94 .............. 3 5,120,533 0.2 $ 1,706,844 2.05 - 2.09 .............. 2 66,940,318 2.4 $33,470,159 2.10 - 2.14 .............. 1 40,000,000 1.4 $40,000,000 2.15 - 2.19 .............. 1 3,000,000 0.1 $ 3,000,000 2.20 - 2.24 .............. 6 17,582,760 0.6 $ 2,930,460 2.25 - 2.29 .............. 4 9,707,000 0.3 $ 2,426,750 2.30 - 3.79 .............. 21 225,994,564 8.0 $10,761,646 3.80 - 4.59 .............. 1 2,500,000 0.1 $ 2,500,000 -- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING WTD. AVG. RANGE OF UNDERWRITTEN CUT-OFF DATE DATE LTV LTV RATIO AT TERM TO WTD. AVG. MORTGAGE DSC RATIOS (X) BALANCE RATIO MATURITY* MATURITY (MOS.)* DSC RATIO RATE - -------------------------- -------------- ----------- -------------- ------------------ ----------- ---------- 1.20 - 1.24 .............. $132,500,000 74.9% 64.2% 113 1.22x 5.375% 1.25 - 1.29 .............. $ 53,000,000 75.5% 65.1% 103 1.27x 5.417% 1.30 - 1.34 .............. $ 75,000,000 73.8% 61.6% 113 1.32x 5.591% 1.35 - 1.39 .............. $ 42,440,495 72.4% 60.3% 120 1.36x 5.557% 1.40 - 1.44 .............. $ 43,200,000 74.2% 61.5% 114 1.42x 5.620% 1.45 - 1.49 .............. $ 43,000,000 70.6% 64.4% 90 1.47x 5.419% 1.50 - 1.54 .............. $ 55,000,000 68.6% 60.7% 116 1.52x 5.410% 1.55 - 1.59 .............. $ 29,000,000 73.5% 68.1% 119 1.56x 5.583% 1.60 - 1.64 .............. $ 7,700,000 66.3% 46.3% 120 1.61x 6.026% 1.65 - 1.69 .............. $ 4,380,000 67.4% 56.0% 120 1.69x 5.350% 1.70 - 1.74 .............. $ 18,171,810 59.2% 49.5% 112 1.72x 5.845% 1.75 - 1.79 .............. $216,000,000 61.3% 53.3% 118 1.77x 5.199% 1.85 - 1.89 .............. $ 46,599,490 71.7% 60.0% 116 1.85x 5.652% 1.90 - 1.94 .............. $ 2,596,184 46.4% 36.8% 119 1.91x 5.326% 2.05 - 2.09 .............. $ 57,844,828 55.3% 38.2% 119 2.09x 5.188% 2.10 - 2.14 .............. $ 40,000,000 74.6% 74.6% 59 2.10x 4.780% 2.15 - 2.19 .............. $ 3,000,000 62.5% 62.5% 118 2.16x 5.300% 2.20 - 2.24 .............. $ 4,032,000 55.0% 55.0% 115 2.22x 5.463% 2.25 - 2.29 .............. $ 3,387,000 55.2% 55.2% 116 2.26x 5.345% 2.30 - 3.79 .............. $ 79,785,970 51.5% 42.4% 106 2.68x 5.229% 3.80 - 4.59 .............. $ 2,500,000 26.5% 26.5% 118 4.59x 5.250% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-129 RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE DATE GROUP 1 CUT-OFF DATE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE - -------------------------- ----------- ----------------- -------------- -------------- 1.20 - 1.24 .............. 38 $ 488,226,323 20.1% $12,848,061 1.25 - 1.29 .............. 34 330,887,727 13.6 $ 9,731,992 1.30 - 1.34 .............. 20 296,343,015 12.2 $14,817,151 1.35 - 1.39 .............. 17 164,130,037 6.7 $ 9,654,708 1.40 - 1.44 .............. 11 173,067,354 7.1 $15,733,396 1.45 - 1.49 .............. 8 110,607,964 4.5 $13,825,996 1.50 - 1.54 .............. 8 91,028,810 3.7 $11,378,601 1.55 - 1.59 .............. 8 81,377,461 3.3 $10,172,183 1.60 - 1.64 .............. 2 11,700,000 0.5 $ 5,850,000 1.65 - 1.69 .............. 1 4,380,000 0.2 $ 4,380,000 1.70 - 1.74 .............. 4 30,382,856 1.2 $ 7,595,714 1.75 - 1.79 .............. 3 226,747,688 9.3 $75,582,563 1.85 - 1.89 .............. 3 53,596,399 2.2 $17,865,466 1.90 - 1.94 .............. 3 5,120,533 0.2 $ 1,706,844 2.05 - 2.09 .............. 2 66,940,318 2.8 $33,470,159 2.10 - 2.14 .............. 1 40,000,000 1.6 $40,000,000 2.15 - 2.19 .............. 1 3,000,000 0.1 $ 3,000,000 2.20 - 2.24 .............. 6 17,582,760 0.7 $ 2,930,460 2.25 - 2.29 .............. 4 9,707,000 0.4 $ 2,426,750 2.30 - 3.79 .............. 21 225,994,564 9.3 $10,761,646 3.80 - 4.59 .............. 1 2,500,000 0.1 $ 2,500,000 -- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING WTD. AVG. RANGE OF UNDERWRITTEN CUT-OFF DATE DATE LTV LTV RATIO AT TERM TO WTD. AVG. MORTGAGE DSC RATIOS (X) BALANCE RATIO MATURITY* MATURITY (MOS.)* DSC RATIO RATE - -------------------------- -------------- ----------- -------------- ------------------ ----------- ---------- 1.20 - 1.24 .............. $132,500,000 74.6% 62.8% 114 1.22x 5.377% 1.25 - 1.29 .............. $ 53,000,000 75.9% 65.0% 103 1.27x 5.429% 1.30 - 1.34 .............. $ 75,000,000 73.7% 61.0% 116 1.32x 5.628% 1.35 - 1.39 .............. $ 42,440,495 71.7% 59.1% 120 1.37x 5.603% 1.40 - 1.44 .............. $ 43,200,000 74.0% 61.0% 114 1.41x 5.641% 1.45 - 1.49 .............. $ 43,000,000 70.1% 63.8% 90 1.48x 5.466% 1.50 - 1.54 .............. $ 55,000,000 67.9% 57.9% 114 1.52x 5.407% 1.55 - 1.59 .............. $ 29,000,000 73.8% 69.6% 119 1.56x 5.646% 1.60 - 1.64 .............. $ 7,700,000 66.3% 46.3% 120 1.61x 6.026% 1.65 - 1.69 .............. $ 4,380,000 67.4% 56.0% 120 1.69x 5.350% 1.70 - 1.74 .............. $ 18,171,810 57.6% 47.9% 111 1.72x 5.907% 1.75 - 1.79 .............. $216,000,000 61.3% 53.3% 118 1.77x 5.199% 1.85 - 1.89 .............. $ 46,599,490 71.7% 60.0% 116 1.85x 5.652% 1.90 - 1.94 .............. $ 2,596,184 46.4% 36.8% 119 1.91x 5.326% 2.05 - 2.09 .............. $ 57,844,828 55.3% 38.2% 119 2.09x 5.188% 2.10 - 2.14 .............. $ 40,000,000 74.6% 74.6% 59 2.10x 4.780% 2.15 - 2.19 .............. $ 3,000,000 62.5% 62.5% 118 2.16x 5.300% 2.20 - 2.24 .............. $ 4,032,000 55.0% 55.0% 115 2.22x 5.463% 2.25 - 2.29 .............. $ 3,387,000 55.2% 55.2% 116 2.26x 5.345% 2.30 - 3.79 .............. $ 79,785,970 51.5% 42.4% 106 2.68x 5.229% 3.80 - 4.59 .............. $ 2,500,000 26.5% 26.5% 118 4.59x 5.250% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-130 RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE RANGE OF UNDERWRITTEN NUMBER OF CUT-OFF DATE DATE GROUP 2 CUT-OFF DATE DSC RATIOS (X) LOANS BALANCE BALANCE BALANCE - -------------------------- ----------- -------------- -------------- -------------- 1.20 - 1.24 .............. 11 $180,076,433 48.0% $16,370,585 1.25 - 1.29 .............. 6 53,314,628 14.2 $ 8,885,771 1.30 - 1.34 .............. 3 32,335,440 8.6 $10,778,480 1.35 - 1.39 .............. 4 29,942,646 8.0 $ 7,485,662 1.40 - 1.44 .............. 2 11,772,482 3.1 $ 5,886,241 1.45 - 1.49 .............. 1 10,500,000 2.8 $10,500,000 1.50 - 1.54 .............. 3 38,863,404 10.4 $12,954,468 1.55 - 1.59 .............. 2 15,585,414 4.2 $ 7,792,707 1.70 - 1.73 .............. 1 2,850,000 0.8 $ 2,850,000 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. WTD. AVG. STATED HIGHEST CUT-OFF WTD. AVG. REMAINING WTD. AVG. WTD. AVG. RANGE OF UNDERWRITTEN CUT-OFF DATE DATE LTV LTV RATIO AT TERM TO DSC MORTGAGE DSC RATIOS (X) BALANCE RATIO MATURITY* MATURITY (MOS.)* RATIO RATE - -------------------------- -------------- ----------- -------------- ------------------ ----------- ---------- 1.20 - 1.24 .............. $28,000,000 75.9% 67.7% 109 1.23x 5.369% 1.25 - 1.29 .............. $22,500,000 73.3% 65.4% 103 1.26x 5.343% 1.30 - 1.34 .............. $16,176,355 75.3% 67.1% 88 1.33x 5.244% 1.35 - 1.39 .............. $11,000,000 76.5% 67.0% 119 1.35x 5.304% 1.40 - 1.44 .............. $10,000,000 77.7% 68.6% 118 1.44x 5.312% 1.45 - 1.49 .............. $10,500,000 76.4% 70.3% 83 1.45x 4.930% 1.50 - 1.54 .............. $27,475,000 70.2% 67.2% 119 1.52x 5.417% 1.55 - 1.59 .............. $10,235,414 71.7% 60.5% 119 1.56x 5.254% 1.70 - 1.73 .............. $ 2,850,000 76.0% 66.1% 118 1.73x 5.190% $28,000,000 74.8% 67.0% 108 1.31X 5.334% - ------- * 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 AGGREGATE % OF AVERAGE RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE LTV RATIOS (%) LOANS BALANCE POOL BALANCE BALANCE - ----------------------- ----------- ----------------- -------------- -------------- 25.01 - 30.00 ......... 1 $ 2,500,000 0.1% $ 2,500,000 30.01 - 35.00 ......... 1 27,000,000 1.0 $27,000,000 35.01 - 40.00 ......... 1 3,900,000 0.1 $ 3,900,000 40.01 - 50.00 ......... 7 63,078,209 2.2 $ 9,011,173 50.01 - 55.00 ......... 25 202,378,538 7.2 $ 8,095,142 55.01 - 60.00 ......... 13 56,359,136 2.0 $ 4,335,318 60.01 - 65.00 ......... 11 364,304,362 13.0 $33,118,578 65.01 - 70.00 ......... 26 351,427,595 12.5 $13,516,446 70.01 - 75.00 ......... 55 748,472,643 26.6 $13,608,594 75.01 - 80.00 ......... 87 943,140,776 33.6 $10,840,699 80.01 - 81.01 ......... 2 46,000,000 1.6 $23,000,000 -- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE DATE LTV LTV RATIO AT MATURITY WTD. AVG. MORTGAGE LTV RATIOS (%) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- ----------- -------------- ---------- ----------- ---------- 25.01 - 30.00 ......... $ 2,500,000 26.5% 26.5% 118 4.59x 5.250% 30.01 - 35.00 ......... $ 27,000,000 34.6% 34.6% 120 3.42x 4.880% 35.01 - 40.00 ......... $ 3,900,000 35.8% 35.8% 118 3.31x 5.290% 40.01 - 50.00 ......... $ 49,843,594 42.8% 33.6% 115 2.76x 5.851% 50.01 - 55.00 ......... $ 79,785,970 54.1% 40.0% 116 2.21x 5.187% 55.01 - 60.00 ......... $ 18,171,810 55.9% 46.5% 112 1.95x 5.452% 60.01 - 65.00 ......... $216,000,000 62.2% 53.2% 120 1.66x 5.333% 65.01 - 70.00 ......... $132,500,000 68.4% 59.6% 112 1.37x 5.417% 70.01 - 75.00 ......... $ 53,000,000 73.5% 62.2% 109 1.45x 5.499% 75.01 - 80.00 ......... $ 75,000,000 77.9% 67.7% 106 1.29x 5.427% 80.01 - 81.01 ......... $ 29,000,000 80.7% 77.0% 120 1.42x 5.459% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-131 RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE AGGREGATE % OF RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF LTV RATIOS (%) LOANS BALANCE GROUP 1 BALANCE DATE BALANCE - -------------------------- ----------- ----------------- ----------------- ----------------- 25.01 - 30.00 ............ 1 $ 2,500,000 0.1% $ 2,500,000 30.01 - 35.00 ............ 1 27,000,000 1.1 $27,000,000 35.01 - 40.00 ............ 1 3,900,000 0.2 $ 3,900,000 40.01 - 50.00 ............ 7 63,078,209 2.6 $ 9,011,173 50.01 - 55.00 ............ 25 202,378,538 8.3 $ 8,095,142 55.01 - 60.00 ............ 13 56,359,136 2.3 $ 4,335,318 60.01 - 65.00 ............ 11 364,304,362 15.0 $33,118,578 65.01 - 70.00 ............ 21 288,723,161 11.9 $13,748,722 70.01 - 75.00 ............ 44 624,472,470 25.7 $14,192,556 75.01 - 80.00 ............ 70 754,604,934 31.0 $10,780,070 80.01 - 81.01 ............ 2 46,000,000 1.9 $23,000,000 -- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED REMAINING WTD. AVG. WTD. AVG. TERM TO WTD. AVG. RANGE OF CUT-OFF DATE HIGHEST CUT-OFF CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE LTV RATIOS (%) DATE BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - -------------------------- ----------------- -------------- -------------- ---------- ----------- ---------- 25.01 - 30.00 ............ $ 2,500,000 26.5% 26.5% 118 4.59x 5.250% 30.01 - 35.00 ............ $ 27,000,000 34.6% 34.6% 120 3.42x 4.880% 35.01 - 40.00 ............ $ 3,900,000 35.8% 35.8% 118 3.31x 5.290% 40.01 - 50.00 ............ $ 49,843,594 42.8% 33.6% 115 2.76x 5.851% 50.01 - 55.00 ............ $ 79,785,970 54.1% 40.0% 116 2.21x 5.187% 55.01 - 60.00 ............ $ 18,171,810 55.9% 46.5% 112 1.95x 5.452% 60.01 - 65.00 ............ $216,000,000 62.2% 53.2% 120 1.66x 5.333% 65.01 - 70.00 ............ $132,500,000 68.3% 58.8% 111 1.36x 5.432% 70.01 - 75.00 ............ $ 53,000,000 73.5% 61.6% 111 1.48x 5.534% 75.01 - 80.00 ............ $ 75,000,000 77.9% 67.4% 105 1.29x 5.449% 80.01 - 81.01 ............ $ 29,000,000 80.7% 77.0% 120 1.42x 5.459% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- * 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 AVERAGE RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE DATE GROUP 2 CUT-OFF DATE LTV RATIOS (%) LOANS BALANCE BALANCE BALANCE - ----------------------- ----------- -------------- -------------- -------------- 65.01 - 70.00 ......... 5 $ 62,704,433 16.7% $12,540,887 70.01 - 75.00 ......... 11 124,000,173 33.0 $11,272,743 75.01 - 80.00 ......... 17 188,535,842 50.2 $11,090,344 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED WTD. AVG. REMAINING HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. RANGE OF CUT-OFF DATE CUT-OFF DATE DATE LTV LTV RATIO AT MATURITY WTD. AVG. MORTGAGE LTV RATIOS (%) BALANCE RATIO MATURITY* (MOS.)* DSC RATIO RATE - ----------------------- -------------- ----------- -------------- ---------- ----------- ---------- 65.01 - 70.00 ......... $27,475,000 68.7% 63.3% 119 1.42x 5.348% 70.01 - 75.00 ......... $22,500,000 73.2% 65.5% 99 1.31x 5.320% 75.01 - 80.00 ......... $28,000,000 78.0% 69.2% 110 1.28x 5.339% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-132 RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE RANGE OF MATURITY DATE OR AGGREGATE % OF AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE DATE LTV RATIOS (%) OF LOANS BALANCE POOL BALANCE BALANCE - ----------------------------- ---------- ----------------- -------------- -------------- 0.00 - 5.00 ................. 6 $ 26,215,109 0.9% $ 4,369,185 20.01 - 30.00 ............... 1 2,500,000 0.1 $ 2,500,000 30.01 - 40.00 ............... 13 238,112,484 8.5 $18,316,345 40.01 - 50.00 ............... 9 54,832,777 2.0 $ 6,092,531 50.01 - 55.00 ............... 31 404,041,134 14.4 $13,033,585 55.01 - 60.00 ............... 50 438,807,770 15.6 $ 8,776,155 60.01 - 65.00 ............... 46 634,536,340 22.6 $13,794,268 65.01 - 70.00 ............... 52 578,872,441 20.6 $11,132,162 70.01 - 75.00 ............... 20 401,643,204 14.3 $20,082,160 80.01 - 81.01 ............... 1 29,000,000 1.0 $29,000,000 -- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF MATURITY DATE OR HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE DATE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 0.00 - 5.00 ................. $ 8,590,242 67.4% 0.0% 238 1.27x 5.725% 20.01 - 30.00 ............... $ 2,500,000 26.5% 26.5% 118 4.59x 5.250% 30.01 - 40.00 ............... $ 79,785,970 49.0% 34.4% 118 2.51x 5.339% 40.01 - 50.00 ............... $ 18,171,810 54.7% 45.9% 118 1.68x 5.473% 50.01 - 55.00 ............... $216,000,000 62.5% 53.3% 117 1.69x 5.466% 55.01 - 60.00 ............... $132,500,000 69.6% 58.0% 116 1.39x 5.407% 60.01 - 65.00 ............... $ 75,000,000 74.1% 62.9% 118 1.40x 5.518% 65.01 - 70.00 ............... $ 43,000,000 75.7% 67.5% 107 1.32x 5.410% 70.01 - 75.00 ............... $ 53,000,000 78.0% 72.7% 78 1.43x 5.264% 80.01 - 81.01 ............... $ 29,000,000 81.0% 81.0% 120 1.55x 5.500% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-133 RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE % OF RANGE OF MATURITY DATE OR AGGREGATE CUT-OFF DATE AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE GROUP 1 CUT-OFF DATE DATE LTV RATIOS (%) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- ----------------- -------------- -------------- 0.00 - 5.00 ................. 6 $ 26,215,109 1.1% $ 4,369,185 20.01 - 30.00 ............... 1 2,500,000 0.1 $ 2,500,000 30.01 - 40.00 ............... 13 238,112,484 9.8 $18,316,345 40.01 - 50.00 ............... 9 54,832,777 2.3 $ 6,092,531 50.01 - 55.00 ............... 31 404,041,134 16.6 $13,033,585 55.01 - 60.00 ............... 47 417,028,337 17.1 $ 8,872,943 60.01 - 65.00 ............... 38 560,262,522 23.0 $14,743,751 65.01 - 70.00 ............... 34 362,175,244 14.9 $10,652,213 70.01 - 75.00 ............... 16 339,153,204 13.9 $21,197,075 80.01 - 81.01 ............... 1 29,000,000 1.2 $29,000,000 -- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF MATURITY DATE OR HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE DATE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 0.00 - 5.00 ................. $ 8,590,242 67.4% 0.0% 238 1.27x 5.725% 20.01 - 30.00 ............... $ 2,500,000 26.5% 26.5% 118 4.59x 5.250% 30.01 - 40.00 ............... $ 79,785,970 49.0% 34.4% 118 2.51x 5.339% 40.01 - 50.00 ............... $ 18,171,810 54.7% 45.9% 118 1.68x 5.473% 50.01 - 55.00 ............... $216,000,000 62.5% 53.3% 117 1.69x 5.466% 55.01 - 60.00 ............... $132,500,000 69.7% 58.1% 116 1.39x 5.411% 60.01 - 65.00 ............... $ 75,000,000 74.4% 62.9% 118 1.41x 5.546% 65.01 - 70.00 ............... $ 43,000,000 75.8% 67.1% 108 1.32x 5.459% 70.01 - 75.00 ............... $ 53,000,000 77.9% 72.9% 74 1.46x 5.243% 80.01 - 81.01 ............... $ 29,000,000 81.0% 81.0% 120 1.55x 5.500% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE % OF RANGE OF MATURITY DATE OR AGGREGATE CUT-OFF DATE AVERAGE ANTICIPATED REPAYMENT NUMBER CUT-OFF DATE GROUP 2 CUT-OFF DATE DATE LTV RATIOS (%) OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- -------------- -------------- -------------- 55.01 - 60.00 ............... 3 $ 21,779,433 5.8% $ 7,259,811 60.01 - 65.00 ............... 8 74,273,818 19.8 $ 9,284,227 65.01 - 70.00 ............... 18 216,697,197 57.7 $12,038,733 70.01 - 72.97 ............... 4 62,490,000 16.7 $15,622,500 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED REMAINING RANGE OF MATURITY DATE OR HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. ANTICIPATED REPAYMENT CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE DATE LTV RATIOS (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ----------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 55.01 - 60.00 ............... $14,479,433 67.6% 56.4% 119 1.32x 5.333% 60.01 - 65.00 ............... $13,000,000 71.6% 62.6% 119 1.35x 5.309% 65.01 - 70.00 ............... $28,000,000 75.4% 68.1% 106 1.31x 5.330% 70.01 - 72.97 ............... $24,240,000 79.0% 72.0% 99 1.29x 5.379% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-134 RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS % OF AGGREGATE CUT-OFF DATE AVERAGE NUMBER CUT-OFF DATE POOL CUT-OFF DATE RANGE OF MORTGAGE RATES (%) OF LOANS BALANCE BALANCE BALANCE - ------------------------------- ---------- ----------------- -------------- -------------- 4.620 - 5.249 ................. 51 $1,109,311,000 39.5% $21,751,196 5.250 - 5.499 ................. 72 659,484,984 23.5 $ 9,159,514 5.500 - 5.749 ................. 71 642,681,020 22.9 $ 9,051,845 5.750 - 5.999 ................. 20 259,182,208 9.2 $12,959,110 6.000 - 6.249 ................. 4 68,041,046 2.4 $17,010,262 6.500 - 6.749 ................. 1 4,000,000 0.1 $ 4,000,000 6.750 - 6.880 ................. 10 65,861,000 2.3 $ 6,586,100 -- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== 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 MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 4.620 - 5.249 ................. $216,000,000 67.1% 58.3% 106 1.66x 5.114% 5.250 - 5.499 ................. $ 43,200,000 73.7% 63.5% 115 1.40x 5.353% 5.500 - 5.749 ................. $ 46,599,490 71.9% 61.8% 113 1.43x 5.614% 5.750 - 5.999 ................. $ 49,843,594 69.1% 55.5% 111 1.64x 5.830% 6.000 - 6.249 ................. $ 53,000,000 68.6% 52.0% 120 1.34x 6.202% 6.500 - 6.749 ................. $ 4,000,000 65.0% 36.3% 120 1.64x 6.520% 6.750 - 6.880 ................. $ 20,625,000 71.8% 59.2% 116 1.43x 6.880% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-135 RANGE OF MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS AGGREGATE % OF AVERAGE NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF MORTGAGE RATES (%) OF LOANS BALANCE GROUP 1 BALANCE BALANCE - -------------------------------- ---------- ----------------- ----------------- -------------- 4.620 - 5.249 .................. 38 $ 970,984,998 39.9% $25,552,237 5.250 - 5.499 .................. 57 489,948,941 20.1 $ 8,595,595 5.500 - 5.749 .................. 67 599,542,616 24.6 $ 8,948,397 5.750 - 5.999 .................. 19 234,942,208 9.7 $12,365,379 6.000 - 6.249 .................. 4 68,041,046 2.8 $17,010,262 6.500 - 6.749 .................. 1 4,000,000 0.2 $ 4,000,000 6.750 - 6.880 .................. 10 65,861,000 2.7 $ 6,586,100 -- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. DSC MORTGAGE RANGE OF MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE - -------------------------------- -------------- -------------- -------------- ---------- --------------- ---------- 4.620 - 5.249 .................. $216,000,000 65.9% 57.0% 107 1.71x 5.113% 5.250 - 5.499 .................. $ 43,200,000 74.0% 62.9% 116 1.42x 5.342% 5.500 - 5.749 .................. $ 46,599,490 71.5% 61.4% 113 1.44x 5.619% 5.750 - 5.999 .................. $ 49,843,594 67.9% 53.8% 110 1.69x 5.829% 6.000 - 6.249 .................. $ 53,000,000 68.6% 52.0% 120 1.34x 6.202% 6.500 - 6.749 .................. $ 4,000,000 65.0% 36.3% 120 1.64x 6.520% 6.750 - 6.880 .................. $ 20,625,000 71.8% 59.2% 116 1.43x 6.880% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS AGGREGATE % OF AVERAGE NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF MORTGAGE RATES (%) OF LOANS BALANCE GROUP 2 BALANCE BALANCE - ----------------------------- ---------- -------------- ----------------- -------------- 4.930 - 5.249 ............... 13 $138,326,001 36.9% $10,640,462 5.250 - 5.499 ............... 15 169,536,043 45.2 $11,302,403 5.500 - 5.749 ............... 4 43,138,404 11.5 $10,784,601 5.750 - 5.840 ............... 1 24,240,000 6.5 $24,240,000 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE RANGE OF MORTGAGE RATES (%) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE - ----------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 4.930 - 5.249 ............... $22,100,000 75.5% 67.8% 98 1.31x 5.120% 5.250 - 5.499 ............... $27,475,000 72.9% 65.4% 113 1.33x 5.384% 5.500 - 5.749 ............... $28,000,000 77.0% 67.8% 116 1.29x 5.542% 5.750 - 5.840 ............... $24,240,000 80.0% 72.1% 115 1.24x 5.840% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-136 RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR ALL MORTGAGE LOANS RANGE OF ORIGINAL TERM TO AGGREGATE % OF AVERAGE MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE POOL BALANCE BALANCE - ------------------------------ ---------- ---------------- -------------- -------------- 0 - 60 ....................... 25 $ 306,665,129 10.9% $12,266,605 61 - 84 ...................... 6 144,060,000 5.1 $24,010,000 85 - 108 ..................... 2 49,261,482 1.8 $24,630,741 109 - 120 .................... 187 2,269,979,539 80.8 $12,138,928 121 - 156 .................... 2 7,180,000 0.3 $ 3,590,000 169 - 180 .................... 2 8,300,000 0.3 $ 4,150,000 205 - 216 .................... 1 2,990,861 0.1 $ 2,990,861 229 - 240 .................... 2 5,906,624 0.2 $ 2,953,312 253 - 264 .................... 2 14,217,623 0.5 $ 7,108,812 --- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------------ -------------- -------------- -------------- ---------- ----------- ---------- 0 - 60 ....................... $ 47,000,000 73.1% 70.5% 59 1.59x 5.299% 61 - 84 ...................... $ 53,000,000 77.8% 71.8% 83 1.28x 5.106% 85 - 108 ..................... $ 32,516,547 76.4% 61.0% 96 1.40x 5.378% 109 - 120 .................... $216,000,000 69.0% 58.4% 118 1.54x 5.452% 121 - 156 .................... $ 4,080,000 73.9% 37.0% 141 1.26x 5.360% 169 - 180 .................... $ 4,400,000 74.0% 61.1% 179 1.21x 5.878% 205 - 216 .................... $ 2,990,861 59.8% 0.0% 215 1.25x 5.600% 229 - 240 .................... $ 4,600,000 69.8% 0.0% 240 1.22x 5.809% 253 - 264 .................... $ 8,590,242 68.4% 0.0% 262 1.28x 5.814% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- * 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 RANGE OF ORIGINAL TERM TO AGGREGATE % OF AVERAGE MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE GROUP 1 BALANCE BALANCE - ------------------------------ ---------- ---------------- ----------------- -------------- 0 - 60 ....................... 23 $ 281,488,774 11.6% $12,238,642 61 - 84 ...................... 3 88,960,000 3.7 $29,653,333 85 - 108 ..................... 2 49,261,482 2.0 $24,630,741 109 - 120 .................... 159 1,975,015,446 81.2 $12,421,481 121 - 156 .................... 2 7,180,000 0.3 $ 3,590,000 169 - 180 .................... 2 8,300,000 0.3 $ 4,150,000 205 - 216 .................... 1 2,990,861 0.1 $ 2,990,861 229 - 240 .................... 2 5,906,624 0.2 $ 2,953,312 253 - 264 .................... 2 14,217,623 0.6 $ 7,108,812 --- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED WTD. AVG. REMAINING CUT-OFF RANGE OF ORIGINAL TERM TO MAXIMUM WTD. AVG. WTD. AVG. TERM TO DATE WTD. AVG. MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE - ------------------------------ -------------- -------------- -------------- ----------- ---------- ---------- 0 - 60 ....................... $ 47,000,000 73.1% 70.7% 59 1.62x 5.319% 61 - 84 ...................... $ 53,000,000 78.6% 72.4% 82 1.28x 5.036% 85 - 108 ..................... $ 32,516,547 76.4% 61.0% 96 1.40x 5.378% 109 - 120 .................... $216,000,000 68.2% 57.2% 118 1.58x 5.463% 121 - 156 .................... $ 4,080,000 73.9% 37.0% 141 1.26x 5.360% 169 - 180 .................... $ 4,400,000 74.0% 61.1% 179 1.21x 5.878% 205 - 216 .................... $ 2,990,861 59.8% 0.0% 215 1.25x 5.600% 229 - 240 .................... $ 4,600,000 69.8% 0.0% 240 1.22x 5.809% 253 - 264 .................... $ 8,590,242 68.4% 0.0% 262 1.28x 5.814% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-137 RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 2 MORTGAGE LOANS RANGE OF ORIGINAL TERM TO AGGREGATE % OF AVERAGE MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE GROUP 2 BALANCE BALANCE - ------------------------------ ---------- -------------- ----------------- -------------- 0 - 60 ....................... 2 $ 25,176,355 6.7% $12,588,177 61 - 84 ...................... 3 55,100,000 14.7 $18,366,667 109 - 120 .................... 28 294,964,094 78.6 $10,534,432 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED REMAINING RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------------ -------------- -------------- -------------- ---------- ----------- ---------- 0 - 60 ....................... $16,176,355 73.4% 68.2% 56 1.29x 5.074% 61 - 84 ...................... $22,500,000 76.4% 70.7% 83 1.29x 5.218% 109 - 120 .................... $28,000,000 74.6% 66.2% 117 1.32x 5.378% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- * 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 RANGE OF REMAINING TERM TO AGGREGATE % OF AVERAGE MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE POOL BALANCE BALANCE - ------------------------------- ---------- ---------------- -------------- -------------- 0 - 60 ........................ 25 $ 306,665,129 10.9% $12,266,605 61 - 84 ....................... 6 144,060,000 5.1 $24,010,000 85 - 108 ...................... 3 57,122,684 2.0 $19,040,895 109 - 120 ..................... 186 2,262,118,338 80.5 $12,161,927 121 - 156 ..................... 2 7,180,000 0.3 $ 3,590,000 169 - 180 ..................... 2 8,300,000 0.3 $ 4,150,000 205 - 216 ..................... 1 2,990,861 0.1 $ 2,990,861 229 - 240 ..................... 2 5,906,624 0.2 $ 2,953,312 253 - 262 ..................... 2 14,217,623 0.5 $ 7,108,812 --- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF REMAINING TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE - ------------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 0 - 60 ........................ $ 47,000,000 73.1% 70.5% 59 1.59x 5.299% 61 - 84 ....................... $ 53,000,000 77.8% 71.8% 83 1.28x 5.106% 85 - 108 ...................... $ 32,516,547 76.6% 61.8% 97 1.39x 5.443% 109 - 120 ..................... $216,000,000 69.0% 58.4% 118 1.55x 5.451% 121 - 156 ..................... $ 4,080,000 73.9% 37.0% 141 1.26x 5.360% 169 - 180 ..................... $ 4,400,000 74.0% 61.1% 179 1.21x 5.878% 205 - 216 ..................... $ 2,990,861 59.8% 0.0% 215 1.25x 5.600% 229 - 240 ..................... $ 4,600,000 69.8% 0.0% 240 1.22x 5.809% 253 - 262 ..................... $ 8,590,242 68.4% 0.0% 262 1.28x 5.814% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-138 RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE RANGE OF ORIGINAL TERM TO AGGREGATE % OF AVERAGE MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE GROUP 1 BALANCE BALANCE - ------------------------------ ---------- ---------------- ----------------- -------------- 0 - 60 ....................... 23 $ 281,488,774 11.6% $12,238,642 61 - 84 ...................... 3 88,960,000 3.7 $29,653,333 85 - 108 ..................... 3 57,122,684 2.3 $19,040,895 109 - 120 .................... 158 1,967,154,244 80.8 $12,450,343 121 - 156 .................... 2 7,180,000 0.3 $ 3,590,000 169 - 180 .................... 2 8,300,000 0.3 $ 4,150,000 205 - 216 .................... 1 2,990,861 0.1 $ 2,990,861 229 - 240 .................... 2 5,906,624 0.2 $ 2,953,312 253 - 262 .................... 2 14,217,623 0.6 $ 7,108,812 --- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF ORIGINAL TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE - ------------------------------ -------------- -------------- -------------- ---------- ----------- ---------- 0 - 60 ....................... $ 47,000,000 73.1% 70.7% 59 1.62x 5.319% 61 - 84 ...................... $ 53,000,000 78.6% 72.4% 82 1.28x 5.036% 85 - 108 ..................... $ 32,516,547 76.6% 61.8% 97 1.39x 5.443% 109 - 120 .................... $216,000,000 68.2% 57.2% 118 1.58x 5.462% 121 - 156 .................... $ 4,080,000 73.9% 37.0% 141 1.26x 5.360% 169 - 180 .................... $ 4,400,000 74.0% 61.1% 179 1.21x 5.878% 205 - 216 .................... $ 2,990,861 59.8% 0.0% 215 1.25x 5.600% 229 - 240 .................... $ 4,600,000 69.8% 0.0% 240 1.22x 5.809% 253 - 262 .................... $ 8,590,242 68.4% 0.0% 262 1.28x 5.814% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- * 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 RANGE OF REMAINING TERM TO AGGREGATE % OF AVERAGE MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE REPAYMENT DATE (MONTHS) OF LOANS BALANCE GROUP 2 BALANCE BALANCE - ------------------------------- ---------- -------------- ----------------- -------------- 0 - 60 ........................ 2 $ 25,176,355 6.7% $12,588,177 61 - 84 ....................... 3 55,100,000 14.7 $18,366,667 109 - 120 ..................... 28 294,964,094 78.6 $10,534,432 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED REMAINING RANGE OF REMAINING TERM TO HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. MATURITY OR ANTICIPATED CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE REPAYMENT DATE (MONTHS) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE - ------------------------------- -------------- -------------- -------------- ---------- ----------- ---------- 0 - 60 ........................ $16,176,355 73.4% 68.2% 56 1.29x 5.074% 61 - 84 ....................... $22,500,000 76.4% 70.7% 83 1.29x 5.218% 109 - 120 ..................... $28,000,000 74.6% 66.2% 117 1.32x 5.378% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-139 RANGE OF REMAINING AMORTIZATION TERMS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE RANGE OF AGGREGATE % OF AVERAGE REMAINING AMORTIZATION NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE TERMS (MONTHS)(1) OF LOANS BALANCE POOL BALANCE BALANCE - --------------------------- ---------- ---------------- -------------- -------------- 133 - 144 ................. 1 $ 3,100,000 0.1% $ 3,100,000 193 - 228 ................. 2 6,990,861 0.2 $ 3,495,431 229 - 264 ................. 8 213,258,522 7.6 $26,657,315 265 - 300 ................. 49 256,484,284 9.1 $ 5,234,373 301 - 348 ................. 3 176,361,201 6.3 $58,787,067 349 - 360 ................. 128 1,818,224,593 64.7 $14,204,880 Varies .................... 1 32,516,547 1.2 $32,516,547 Non-amortizing ............ 37 301,625,250 10.7 $ 8,152,034 --- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE TERMS (MONTHS)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - --------------------------- -------------- -------------- ---------------- ----------- ----------- ---------- 133 - 144 ................. $ 3,100,000 66.0% 0.0% 144 1.28x 5.280% 193 - 228 ................. $ 4,000,000 62.8% 20.8% 161 1.47x 6.126% 229 - 264 ................. $ 79,785,970 60.0% 35.8% 132 1.91x 5.493% 265 - 300 ................. $ 49,843,594 66.0% 52.1% 117 1.71x 6.025% 301 - 348 ................. $132,500,000 70.5% 60.3% 119 1.24x 5.166% 349 - 360 ................. $216,000,000 72.8% 63.5% 110 1.40x 5.380% Varies .................... $ 32,516,547 74.8% 56.3% 98 1.43x 5.300% Non-amortizing ............ $ 43,000,000 64.0% 64.0% 93 2.10x 5.243% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- The weighted average remaining amortization term for all Mortgage Loans (excluding non-amortizing loans and the loan which varies) is 341 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 RANGE OF AGGREGATE % OF AVERAGE REMAINING AMORTIZATION NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE TERMS (MONTHS)(1) OF LOANS BALANCE GROUP 1 BALANCE BALANCE - -------------------------- ---------- ---------------- ----------------- -------------- 133 - 144 ................ 1 $ 3,100,000 0.1% $ 3,100,000 193 - 228 ................ 2 6,990,861 0.3 $ 3,495,431 229 - 264 ................ 8 213,258,522 8.8 $26,657,315 265 - 300 ................ 48 254,534,284 10.5 $ 5,302,798 301 - 348 ................ 3 176,361,201 7.2 $58,787,067 349 - 360 ................ 97 1,472,409,144 60.5 $15,179,476 Varies ................... 1 32,516,547 1.3 $32,516,547 Non-amortizing ........... 36 274,150,250 11.3 $ 7,615,285 -- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED REMAINING RANGE OF HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. REMAINING AMORTIZATION CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE TERMS (MONTHS)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE - -------------------------- -------------- -------------- ---------------- ----------- ----------- ---------- 133 - 144 ................ $ 3,100,000 66.0% 0.0% 144 1.28x 5.280% 193 - 228 ................ $ 4,000,000 62.8% 20.8% 161 1.47x 6.126% 229 - 264 ................ $ 79,785,970 60.0% 35.8% 132 1.91x 5.493% 265 - 300 ................ $ 49,843,594 65.9% 52.1% 117 1.71x 6.027% 301 - 348 ................ $132,500,000 70.5% 60.3% 119 1.24x 5.166% 349 - 360 ................ $216,000,000 72.2% 62.7% 110 1.42x 5.394% Varies ................... $ 32,516,547 74.8% 56.3% 98 1.43x 5.300% Non-amortizing ........... $ 43,000,000 63.4% 63.4% 90 2.16x 5.220% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- The weighted average remaining amortization term for all Loan Group 1 Mortgage Loans (excluding non-amortizing loans and the loan which varies) is 338 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-140 RANGE OF REMAINING AMORTIZATION TERMS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE % OF AVERAGE RANGE OF AGGREGATE CUT-OFF CUT-OFF REMAINING AMORTIZATION NUMBER CUT-OFF DATE DATE GROUP 2 DATE TERMS (MONTHS)(1) OF LOANS BALANCE BALANCE BALANCE - --------------------------- ---------- -------------- -------------- ------------- 265 - 300 ................. 1 $ 1,950,000 0.5% $ 1,950,000 349 - 360 ................. 31 345,815,449 92.2 $11,155,337 Non-amortizing ............ 1 27,475,000 7.3 $27,475,000 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. REMAINING RANGE OF CUT-OFF CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG. REMAINING AMORTIZATION DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE TERMS (MONTHS)(1) BALANCE RATIO AT MATURITY(2) (MOS.)(2) RATIO RATE - --------------------------- ------------- ----------- ---------------- ----------- ----------- ---------- 265 - 300 ................. $ 1,950,000 73.6% 56.4% 120 1.25x 5.700% 349 - 360 ................. $28,000,000 75.2% 66.8% 107 1.30x 5.321% Non-amortizing ............ $27,475,000 69.8% 69.8% 119 1.52x 5.470% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- 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 AVERAGE AGGREGATE % OF CUT-OFF NUMBER CUT-OFF DATE CUT-OFF DATE DATE AMORTIZATION TYPES OF LOANS BALANCE POOL BALANCE BALANCE - ----------------------------- ---------- ----------------- -------------- -------------- Interest-only, Amortizing Balloon(2) ................. 63 $1,263,248,000 45.0% $20,051,556 Amortizing Balloon .......... 85 960,355,223 34.2 $11,298,297 Interest-only, Amortizing ARD(2) ..................... 29 199,578,000 7.1 $ 6,882,000 Interest-only, Balloon ...... 9 177,775,000 6.3 $19,752,778 Interest-only, ARD .......... 28 123,850,250 4.4 $ 4,423,223 Amortizing ARD .............. 9 57,539,677 2.0 $ 6,393,297 Fully Amortizing ............ 6 26,215,109 0.9 $ 4,369,185 -- -------------- ----- 229 $2,808,561,259 100.0% $12,264,460 === ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. REMAINING CUT-OFF CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG. DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE AMORTIZATION TYPES BALANCE RATIO AT MATURITY(1) (MOS.)(1) RATIO RATE - ----------------------------- --------------- ----------- ---------------- ----------- ----------- ---------- Interest-only, Amortizing Balloon(2) ................. $216,000,000 71.6% 62.5% 112 1.39x 5.369% Amortizing Balloon .......... $ 79,785,970 68.7% 56.0% 112 1.61x 5.494% Interest-only, Amortizing ARD(2) ..................... $ 36,000,000 75.2% 63.1% 109 1.26x 5.557% Interest-only, Balloon ...... $ 43,000,000 66.0% 66.0% 82 2.16x 5.142% Interest-only, ARD .......... $ 27,475,000 61.1% 61.1% 109 2.02x 5.389% Amortizing ARD .............. $ 16,744,935 75.1% 63.1% 106 1.36x 5.622% Fully Amortizing ............ $ 8,590,242 67.4% 0.0% 238 1.27x 5.725% $216,000,000 70.1% 59.9% 111 1.53x 5.420% - ------- (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 5 to 60 months from origination prior to the commencement of payments of principal and interest. S-141 AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF DATE DATE GROUP 1 DATE AMORTIZATION TYPES OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- ----------------- -------------- -------------- Interest-only, Amortizing Balloon(2) ................. 41 $ 986,551,000 40.5% $24,062,220 Amortizing Balloon .......... 75 889,286,775 36.5 $11,857,157 Interest-only, Amortizing ARD(2) ..................... 29 199,578,000 8.2 $ 6,882,000 Interest-only, Balloon ...... 9 177,775,000 7.3 $19,752,778 Interest-only, ARD .......... 27 96,375,250 4.0 $ 3,569,454 Amortizing ARD .............. 9 57,539,677 2.4 $ 6,393,297 Fully Amortizing ............ 6 26,215,109 1.1 $ 4,369,185 -- -------------- ----- 196 $2,433,320,810 100.0% $12,414,902 === ============== ===== WTD. AVG. STATED HIGHEST WTD. AVG. REMAINING CUT-OFF CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG. DATE DATE LTV LTV RATIO AT MATURITY DSC MORTGAGE AMORTIZATION TYPES BALANCE RATIO MATURITY(1) (MOS.)(1) RATIO RATE - ----------------------------- --------------- ----------- -------------- ----------- ----------- ---------- Interest-only, Amortizing Balloon(2) ................. $216,000,000 70.5% 61.1% 113 1.41x 5.382% Amortizing Balloon .......... $ 79,785,970 68.3% 55.4% 113 1.63x 5.507% Interest-only, Amortizing ARD(2) ..................... $ 36,000,000 75.2% 63.1% 109 1.26x 5.557% Interest-only, Balloon ...... $ 43,000,000 66.0% 66.0% 82 2.16x 5.142% Interest-only, ARD .......... $ 23,900,000 58.7% 58.7% 106 2.16x 5.366% Amortizing ARD .............. $ 16,744,935 75.1% 63.1% 106 1.36x 5.622% Fully Amortizing ............ $ 8,590,242 67.4% 0.0% 238 1.27x 5.725% $216,000,000 69.3% 58.8% 111 1.56x 5.433% - ------- (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 5 to 60 months from origination prior to the commencement of payments of principal and interest. AMORTIZATION TYPES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF DATE DATE GROUP 2 DATE AMORTIZATION TYPES OF LOANS BALANCE BALANCE BALANCE - ----------------------------- ---------- -------------- -------------- -------------- Interest-only, Amortizing Balloon(2) ................. 22 $276,697,000 73.7% $12,577,136 Amortizing Balloon .......... 10 71,068,449 18.9 $ 7,106,845 Interest-only, ARD .......... 1 27,475,000 7.3 $27,475,000 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. REMAINING CUT-OFF CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG. DATE DATE LTV LTV RATIO AT MATURITY DSC MORTGAGE AMORTIZATION TYPES BALANCE RATIO MATURITY(1) (MOS.)(1) RATIO RATE - ----------------------------- -------------- ----------- -------------- ----------- ----------- ---------- Interest-only, Amortizing Balloon(2) ................. $28,000,000 75.5% 67.7% 108 1.28x 5.323% Amortizing Balloon .......... $16,176,355 74.1% 63.2% 105 1.35x 5.326% Interest-only, ARD .......... $27,475,000 69.8% 69.8% 119 1.52x 5.470% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- (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 7 to 36 months from origination prior to the commencement of payments of principal and interest. S-142 RANGE OF OCCUPANCY RATES FOR ALL MORTGAGE LOANS AGGREGATE % OF AVERAGE NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF OCCUPANCY RATES(%)(1) OF LOANS BALANCE POOL BALANCE BALANCE - -------------------------------- ---------- ----------------- -------------- -------------- 65.00 - 69.99 .................. 2 $ 29,170,000 1.0% $14,585,000 70.00 - 74.99 .................. 3 74,915,659 2.7 $24,971,886 75.00 - 79.99 .................. 3 133,718,000 4.8 $44,572,667 80.00 - 84.99 .................. 7 196,262,671 7.0 $28,037,524 85.00 - 89.99 .................. 14 436,685,825 15.5 $31,191,845 90.00 - 94.99 .................. 26 461,109,849 16.4 $17,734,994 95.00 - 99.99 .................. 37 582,636,395 20.7 $15,746,930 100.00 - 100.00 ................ 117 566,595,926 20.2 $ 4,842,700 --- -------------- ----- 209 $2,481,094,325 88.30% $11,871,265 === ============== ===== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE RANGE OF OCCUPANCY RATES(%)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) RATIO RATE - -------------------------------- -------------- -------------- ---------------- ----------- ----------- ---------- 65.00 - 69.99 .................. $ 27,375,000 73.5% 72.8% 62 2.26x 4.850% 70.00 - 74.99 .................. $ 55,000,000 68.4% 59.6% 112 1.47x 5.309% 75.00 - 79.99 .................. $ 75,000,000 77.6% 70.2% 106 1.37x 5.414% 80.00 - 84.99 .................. $132,500,000 67.8% 58.0% 117 1.28x 5.224% 85.00 - 89.99 .................. $216,000,000 68.1% 58.6% 110 1.59x 5.380% 90.00 - 94.99 .................. $ 47,000,000 73.8% 65.7% 105 1.33x 5.460% 95.00 - 99.99 .................. $ 36,144,476 72.2% 62.5% 110 1.45x 5.352% 100.00 - 100.00 ................ $ 40,000,000 71.4% 60.4% 114 1.53x 5.427% $216,000,000 71.5% 62.0% 110 1.46x 5.380% - ------- (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 date set forth on Annex A-1 to this prospectus supplement, but excludes 19 Mortgage Loans secured by hospitality properties and 1 Mortgage Loan secured by a special purpose property, representing 11.7% of the Cut-off Date Pool Balance (13.5% of the Cut-Off Group 1 Balance). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. RANGE OF OCCUPANCY RATES FOR LOAN GROUP 1 MORTGAGE LOANS % OF AGGREGATE CUT-OFF AVERAGE NUMBER CUT-OFF DATE DATE GROUP 1 CUT-OFF DATE RANGE OF OCCUPANCY RATES (%)(1) OF LOANS BALANCE BALANCE BALANCE - --------------------------------- ---------- ----------------- -------------- -------------- 65.00 - 69.99 ................... 2 $ 29,170,000 1.2% $14,585,000 70.00 - 74.99 ................... 3 74,915,659 3.1 $24,971,886 75.00 - 79.99 ................... 3 133,718,000 5.5 $44,572,667 80.00 - 84.99 ................... 6 187,262,671 7.7 $31,210,445 85.00 - 89.99 ................... 11 419,516,603 17.2 $38,137,873 90.00 - 94.99 ................... 16 321,853,684 13.2 $20,115,855 95.00 - 99.99 ................... 24 408,432,220 16.8 $17,018,009 100.00 - 100.00 ................. 111 530,985,039 21.8 $ 4,783,649 --- -------------- ---- 176 $2,105,853,877 86.5% $11,965,079 === ============== ==== WTD. AVG. STATED REMAINING HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG. CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE RANGE OF OCCUPANCY RATES (%)(1) BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) RATIO RATE - --------------------------------- -------------- -------------- ---------------- ----------- ----------- ---------- 65.00 - 69.99 ................... $ 27,375,000 73.5% 72.8% 62 2.26x 4.850% 70.00 - 74.99 ................... $ 55,000,000 68.4% 59.6% 112 1.47x 5.309% 75.00 - 79.99 ................... $ 75,000,000 77.6% 70.2% 106 1.37x 5.414% 80.00 - 84.99 ................... $132,500,000 67.7% 57.6% 121 1.28x 5.235% 85.00 - 89.99 ................... $216,000,000 67.8% 58.3% 110 1.61x 5.381% 90.00 - 94.99 ................... $ 47,000,000 74.0% 65.7% 100 1.33x 5.494% 95.00 - 99.99 ................... $ 36,144,476 70.8% 60.1% 114 1.51x 5.369% 100.00 - 100.00 ................. $ 40,000,000 71.0% 59.9% 113 1.54x 5.433% $216,000,000 70.9% 61.1% 110 1.49x 5.388% - ------- (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 19 Mortgage Loans secured by hospitality properties and 1 Mortgage Loan secured by a special purpose property representing 11.7% of the Cut-off Date Pool Balance (13.5% of the Cut-Off Date Group 1 Balance). (2) Calculated with respect to the Anticipated Repayment Date for ARD Loans. S-143 RANGE OF OCCUPANCY RATES FOR LOAN GROUP 2 MORTGAGE LOANS % OF AVERAGE AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF DATE DATE GROUP 2 DATE RANGE OF OCCUPANCY RATES (%) OF LOANS BALANCE BALANCE BALANCE - --------------------------------- ---------- -------------- -------------- ------------- 80.00 - 84.99 ................... 1 $ 9,000,000 2.4% $ 9,000,000 85.00 - 89.99 ................... 3 17,169,222 4.6 $ 5,723,074 90.00 - 94.99 ................... 10 139,256,165 37.1 $13,925,616 95.00 - 99.99 ................... 13 174,204,175 46.4 $13,400,321 100.00 - 100.00 ................. 6 35,610,887 9.5 $ 5,935,148 -- ------------ ----- 33 $375,240,449 100.0% $11,370,923 == ============ ===== WTD. AVG. STATED HIGHEST WTD. AVG. REMAINING CUT-OFF CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG. DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE RANGE OF OCCUPANCY RATES (%) BALANCE RATIO AT MATURITY* (MOS.)* RATIO RATE - --------------------------------- ------------- ----------- -------------- ---------- ----------- ---------- 80.00 - 84.99 ................... $ 9,000,000 71.8% 67.5% 50 1.21x 4.990% 85.00 - 89.99 ................... $11,200,000 76.3% 65.9% 113 1.22x 5.351% 90.00 - 94.99 ................... $28,000,000 73.4% 65.7% 117 1.32x 5.382% 95.00 - 99.99 ................... $24,240,000 75.5% 68.0% 101 1.31x 5.311% 100.00 - 100.00 ................. $10,000,000 77.4% 67.8% 118 1.38x 5.334% $28,000,000 74.8% 67.0% 108 1.31x 5.334% - ------- * Calculated with respect to the Anticipated Repayment Date for ARD Loans. PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION(1)(2) DATE MARCH--2005 MARCH--2006 MARCH--2007 MARCH--2008 MARCH--2009 - ---------------------------------- --------------- --------------- --------------- --------------- --------------- Locked Out ....................... 97.45% 97.16% 19.49% 13.37% 0.17% Defeasance ....................... 0.00 0.00 74.39 79.31 90.17 Yield Maintenance ................ 2.55 2.84 6.12 7.32 9.34 Prepayment Premium ............... 0.00 0.00 0.00 0.00 0.00 Open ............................. 0.00 0.00 0.00 0.00 0.32 ---------- ---------- ---------- ---------- ---------- Total ............................ 100.00% 100.00% 100.00% 100.00% 100.00% ---------- ---------- ---------- ---------- ---------- Mortgage Pool Balance Outstanding (in millions) ....... $ 2,808.56 $ 2,789.62 $ 2,764.13 $ 2,729.04 $ 2,686.80 ---------- ---------- ---------- ---------- ---------- % of Initial Pool Balance ........ 100.00% 99.33% 98.42% 97.17% 95.66% ========== ========== ========== ========== ========== DATE MARCH--2010 MARCH--2011 MARCH--2012 MARCH--2013 MARCH--2014 MARCH--2015 - ---------------------------------- --------------- --------------- --------------- --------------- --------------- ------------ Locked Out ....................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance ....................... 92.06 92.00 91.42 90.07 90.54 29.24 Yield Maintenance ................ 7.94 8.00 8.44 8.60 8.83 70.76 Prepayment Premium ............... 0.00 0.00 0.00 0.00 0.00 0.00 Open ............................. 0.00 0.00 0.14 1.33 0.63 0.00 ---------- ---------- ---------- ---------- ---------- ------- Total ............................ 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ---------- ---------- ---------- ---------- ---------- ------- Mortgage Pool Balance Outstanding (in millions) ....... $ 2,346.32 $ 2,301.78 $ 2,122.24 $ 2,060.15 $ 1,980.54 $ 27.09 ---------- ---------- ---------- ---------- ---------- -------- % of Initial Pool Balance ........ 83.54% 81.96% 75.56% 73.35% 70.52% 0.96% ========== ========== ========== ========== ========== ======== - ------- (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 March 2015, the outstanding loan balances represent less than 0.96% of the Cut-Off Date Pool Balance. S-144 PERCENTAGE OF LOAN GROUP 1 BY PREPAYMENT RESTRICTION(1)(2) DATE MARCH--2005 MARCH--2006 MARCH--2007 MARCH--2008 MARCH--2009 - ------------------------------- --------------- --------------- --------------- --------------- --------------- Locked Out .................... 97.06% 96.72% 14.69% 8.54% 0.12% Defeasance .................... 0.00 0.00 79.38 84.82 92.05 Yield Maintenance ............. 2.94 3.28 5.93 6.64 7.83 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% ---------- ---------- ---------- ---------- ---------- Group 1 Balance Outstanding (in millions) .... $ 2,433.32 $ 2,415.44 $ 2,391.33 $ 2,359.45 $ 2,322.11 ---------- ---------- ---------- ---------- ---------- % of Initial Group 1 Balance .. 100.00% 99.27% 98.27% 96.96% 95.43% ========== ========== ========== ========== ========== DATE MARCH--2010 MARCH--2011 MARCH--2012 MARCH--2013 MARCH--2014 MARCH--2015 - ------------------------------- --------------- --------------- --------------- --------------- --------------- ------------ Locked Out .................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance .................... 94.23 94.18 93.86 92.37 93.57 29.24 Yield Maintenance ............. 5.77 5.82 5.98 6.10 6.29 70.76 Prepayment Premium ............ 0.00 0.00 0.00 0.00 0.00 0.00 Open .......................... 0.00 0.00 0.16 1.53 0.14 0.00 ---------- ---------- ---------- ---------- ---------- ------- Total ......................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ---------- ---------- ---------- ---------- ---------- ------- Group 1 Balance Outstanding (in millions) .... $ 2,010.08 $ 1,970.55 $ 1,847.15 $ 1,789.68 $ 1,714.94 $ 27.09 ---------- ---------- ---------- ---------- ---------- -------- % of Initial Group 1 Balance .. 82.61% 80.98% 75.91% 73.55% 70.48% 1.11% ========== ========== ========== ========== ========== ======== - ------- (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 March 2015, the outstanding loan balances represent less than 1.11% of the Cut-Off Date Group 1 Balance. PERCENTAGE OF LOAN GROUP 2 BY PREPAYMENT RESTRICTION* DATE MARCH--2005 MARCH--2006 MARCH--2007 MARCH--2008 MARCH--2009 - ------------------------------- ------------- ------------- ------------- ------------- ------------- Locked Out .................... 100.00% 100.00% 50.23% 44.20% 0.49% Defeasance .................... 0.00 0.00 42.40 44.15 78.22 Yield Maintenance ............. 0.00 0.00 7.37 11.66 18.96 Prepayment Premium ............ 0.00 0.00 0.00 0.00 0.00 Open .......................... 0.00 0.00 0.00 0.00 2.33 -------- -------- -------- -------- -------- Total ......................... 100.0% 100.0% 100.0% 100.0% 100.0% -------- -------- -------- -------- -------- Group 2 Balance Outstanding (in millions) .... $ 375.24 $ 374.18 $ 372.80 $ 369.59 $ 364.69 -------- -------- -------- -------- -------- % of Initial Group 2 Balance .. 100.00% 99.72% 99.35% 98.50% 97.19% ======== ======== ======== ======== ======== DATE MARCH--2010 MARCH--2011 MARCH--2012 MARCH--2013 MARCH--2014 MARCH--2015 - ------------------------------- ------------- ------------- ------------- ------------- ------------- ------------ Locked Out .................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Defeasance .................... 79.10 79.01 75.00 74.87 70.96 0.00 Yield Maintenance ............. 20.90 20.99 25.00 25.13 25.26 0.00 Prepayment Premium ............ 0.00 0.00 0.00 0.00 0.00 0.00 Open .......................... 0.00 0.00 0.00 0.00 3.77 0.00 -------- -------- -------- -------- -------- ------ Total ......................... 100.0% 100.0% 100.0% 100.0% 100.0% 0.00% -------- -------- -------- -------- -------- ------ Group 2 Balance Outstanding (in millions) .... $ 336.25 $ 331.23 $ 275.09 $ 270.47 $ 265.60 $ 0.00 -------- -------- -------- -------- -------- ------- % of Initial Group 2 Balance .. 89.61% 88.27% 73.31% 72.08% 70.78% 0.00% ======== ======== ======== ======== ======== ======= - ------- * 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. S-145 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: NUMBER OF MORTGAGE % OF % OF LOANS/ CUT-OFF APPLICABLE NUMBER OF CUT-OFF DATE CUT-OFF DATE MORTGAGE MORTGAGED LOAN DATE POOL LOAN GROUP LOAN NAME LOAN SELLER PROPERTIES GROUP BALANCE(1) BALANCE BALANCE - ------------------- ------------- ------------ ------- ----------------- --------- -------------- One & Two International Place ............ Wachovia 1/1 1 $ 216,000,000 7.7% 8.9% Digital Realty Trust Portfolio ........ Citigroup 6/6 1 154,335,917 5.5 6.3 450 West 33rd Street ........... Wachovia 1/1 1 132,500,000 4.7 5.4 Olympia Portfolio ........ Wachovia 23/24 1 85,700,000 3.1 3.5 Tharaldson Pool I-B .............. Countrywide 1/13 1 79,785,970 2.8 3.3 111 Massachusetts Avenue ........... Wachovia 1/1 1 75,000,000 2.7 3.1 Residence Inn Portfolio #1 ..... Wachovia 10/10 1 65,861,000 2.3 2.7 Tharaldson Pool I-A .............. Countrywide 1/25 1 57,844,828 2.1 2.4 MetroPlace III & IV ............. Wachovia 1/1 1 55,000,000 2.0 2.3 1001 Connecticut Avenue & 1701 K Street..... Wachovia 1/1 1 53,000,000 1.9 2.2 ----- -------------- ---- 46/83 $ 975,027,715 34.7% ===== ============== ==== Eastmont Town Center ........... Countrywide 1/1 1 $ 53,000,000 1.9% 2.2% Great Wolf Resorts Pool...... Citigroup 1/2 1 49,843,594 1.8 2.0 Falchi Building.... Wachovia 1/1 1 47,000,000 1.7 1.9 Gardner Tanenbaum Pool ............. Countrywide 1/8 1 43,200,000 1.5 1.8 Cabrillo Palisades ........ Wachovia 1/1 1 43,000,000 1.5 1.8 201 West Madison .......... Countrywide 1/1 1 42,440,495 1.5 1.7 One Fair Oaks ..... Wachovia 1/1 1 40,000,000 1.4 1.6 Cadbury Schweppes ........ Wachovia 1/1 1 36,000,000 1.3 1.5 Santa Teresa Portfolio ........ Countrywide 2/19 1 33,878,000 1.2 1.4 Choice Center ..... Wachovia 1/1 1 32,516,547 1.2 1.3 ----- -------------- ---- 11/36 $ 420,878,636 15.0% ===== ============== ==== 57/119 $1,395,906,351 49.7% ====== ============== ==== LOAN LTV BALANCE CUT-OFF RATIO AT PROPERTY PER SF/ DATE MATURITY MORTGAGE LOAN NAME TYPE UNIT/ROOM(2) DSCR(2) LTV RATIO(2) OR ARD(2) RATE - ------------------- ------------------- ---------------- --------------- -------------- ----------- ----------- One & Two International Place ............ Office - CBD $ 233 1.77x 61.7% 53.7% 5.205% Digital Realty Trust Office/Mixed Portfolio ........ Use $ 109 1.55x 67.3% 56.7% 5.649% 450 West 33rd Street ........... Office - CBD $ 158 1.22x 68.8% 59.3% 5.100% Olympia Portfolio ........ Retail/Office $ 210 1.25x 75.0% 58.6% 5.692% Tharaldson Pool Hospitality - I-B .............. Limited Service $ 55,561 2.36x 54.3% 34.5% 5.158% 111 Massachusetts Avenue ........... Office - CBD $ 270 1.34x 76.5% 65.0% 5.200% Residence Inn Hospitality - Portfolio #1 ..... Extended Stay $ 57,824 1.43x 71.1% 58.6% 6.880% Tharaldson Pool Hospitality - I-A .............. Limited Service $ 42,553(3) 2.09x 54.5% 34.6% 5.158% MetroPlace III Office - & IV ............. Suburban $ 162 1.53x 64.6% 56.2% 5.210% 1001 Connecticut Avenue & 1701 K Street..... Office - CBD $ 242 1.27x 77.9% 71.9% 5.060% 1.58X 66.5% 55.0% 5.402% Eastmont Town Mixed Use - Center ........... Office/Retail $ 90 1.31x(4) 71.1% 52.3% 6.240% Great Wolf Hospitality - Resorts Pool...... Full Service $ 88,690 3.08x 42.0% 32.4% 5.835% Mixed Use - Falchi Building.... Office/Industrial $ 74 1.21x 82.5% 76.9% 5.800% Gardner Tanenbaum Industrial - Pool ............. Warehouse/Flex $ 40 1.40x 76.6% 63.9% 5.460% Cabrillo Multifamily - Palisades ........ Conventional $ 116,531 1.49x 67.5% 67.5% 5.570% 201 West Special Purpose Madison .......... - Parking $ 110 1.38x 74.6% 62.4% 5.500% Office - One Fair Oaks ..... Suburban $ 187 2.10x 74.6% 74.6% 4.780% Cadbury Schweppes ........ Office - Flex $ 241 1.29x 75.0% 62.7% 5.260% Santa Teresa Industrial/ Portfolio ........ Office $ 32 1.26x 76.8% 72.8% 5.870% Office - Choice Center ..... Suburban $ 145 1.43x 74.8% 56.3% 5.300% 1.62X 70.9% 61.4% 5.595% 1.60X 67.8% 56.9% 5.460% - --------- (1) In the case of a concentration of cross-collateralized Mortgage Loans, the aggregate principal balance. (2) The One & Two International Place Loan and the 450 West 33rd Street Loan (loan numbers 1 and 2), representing 12.4% of the Cut-Off Date Pool Balance (14.3% 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 were based on the aggregate indebtedness of these Mortgage Loans and the related Pari Passu Companion Loans. (3) Calculation excludes the Mortgaged Properties which are leased fee interest. (4) DSC Ratio calculation assumes a 22-year amortization schedule and the approval of the Alameda County Behavioral Health Care Services Lease. S-146 One & Two International Place - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $216,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 7.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Prudential Property Investment Separate Account ("PRISA") TYPE OF SECURITY Fee MORTGAGE RATE 5.205% MATURITY DATE January 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/360 LOCKBOX Yes SHADOW RATING (S&P/MOODY'S/FITCH)(1) BBB-/Baa3/BBB- UP-FRONT RESERVES INSURANCE Yes ENGINEERING(2) $2,158,900 TI/LC(3) $22,334,679 RENT CONCESSION(4) $5,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $15,260 TI/LC Springing ADDITIONAL FINANCING Pari Passu Debt $216,000,000 PARI PASSU NOTES(5) ----------------------- CUT-OFF DATE BALANCE $432,000,000 CUT-OFF DATE BALANCE/SF $233 CUT-OFF DATE LTV 61.7% MATURITY DATE LTV 53.7% UW DSCR ON NCF 1.77x - -------------------------------------------------------------------------------- (1) S&P, Moody's and Fitch have confirmed that the One & Two International Place Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) In addition to the up-front reserves for Engineering, the borrower is required to complete parking garage repairs, or otherwise post a $3,000,000 escrow for the same not later than January 2008. Further, the borrower is required to undertake diligence to determine necessary elevator modernization requirements by not later than January 2009 and January 2011 for One International Place and Two International Place, respectively. Based upon conclusions resultant from that diligence, the borrower is required to post necessary reserves to complete any such required elevator modernization. (3) The borrower deposited $22,334,679 into a Tenant Improvement and Leasing Reserve which is a prefunded reletting reserve that represents 100% of all borrower TI/LC obligations with respect to existing tenants. (4) This Rent Concession reserve may not be diminished until such time as cumulative rent concessions are not greater than $5,000,000. At closing, the total of such concessions was $8,927,858. (5) LTV ratios, DSC ratios and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the One & Two International Place Loan and the One & Two International Place Pari Passu Loan. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Boston, MA PROPERTY TYPE Office -- CBD SIZE (SF) 1,852,501 OCCUPANCY AS OF JANUARY 31, 2005 89.6% YEAR BUILT/YEAR RENOVATED 1987/NA APPRAISED VALUE $700,000,000 PROPERTY MANAGEMENT The Chiofaro Company, Inc. UW ECONOMIC OCCUPANCY 92.5% UW REVENUES $90,592,807 UW TOTAL EXPENSES $37,103,624 UW NET OPERATING INCOME (NOI) $53,489,183 UW NET CASH FLOW (NCF) $50,540,583 - -------------------------------------------------------------------------------- S-147 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Deutsche/Scudder, Stevens ...... Aa3/AA-/AA- 378,490 20.4% $ 35.87 $13,574,748 17.9% May 2009 Ropes & Gray ................... NR/NR/NR 322,754 17.4 $ 44.30 14,296,524 18.8 December 2010 Choate, Hall & Stewart ......... NR/NR/NR 155,324 8.4 $ 44.00 6,834,256 9.0 September 2015 PricewaterhouseCoopers ......... NR/NR/NR 88,279 4.8 $ 36.50 3,222,192 4.2 April 2005 State Street Bank .............. Aa3/AA-/AA- 62,076 3.4 $ 40.96 2,542,620 3.3 Multiple Spaces(2) Non-major tenants .............. 651,967 35.2 $ 54.44 35,495,627 46.7 Vacant ......................... 193,611 10.5 0 0.0 ------- ----- ----------- ----- TOTAL .......................... 1,852,501 100.0% $75,965,967 100.0% ========= ===== =========== ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, 7,900 square feet expire in June 2005, and 54,176 square feet expire in June 2007. - ---------------------------------------------------------------------------------------------------------------------- LEASE EXPIRATION SCHEDULE - ---------------------------------------------------------------------------------------------------------------------- # OF WA BASE CUMULATIVE % OF ACTUAL CUMULATIVE % LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* ROLLING* ROLLING* - ---------------------------------------------------------------------------------------------------------------------- 2005 6 $ 39.08 104,401 5.6% 5.6% 5.4% 5.4% 2006 10 $ 65.17 79,660 4.3% 9.9% 6.8% 12.2% 2007 28 $ 49.72 194,430 10.5% 20.4% 12.7% 24.9% 2008 16 $ 51.34 47,234 2.5% 23.0% 3.2% 28.1% 2009 12 $ 37.01 417,067 22.5% 45.5% 20.3% 48.4% 2010 14 $ 46.83 408,187 22.0% 67.5% 25.2% 73.6% 2011 2 $ 82.30 32,453 1.8% 69.3% 3.5% 77.1% 2012 3 $ 50.10 19,505 1.1% 70.3% 1.3% 78.4% 2013 6 $ 48.61 57,027 3.1% 73.4% 3.6% 82.1% 2014 4 $ 53.10 62,207 3.4% 76.8% 4.3% 86.4% 2015 4 $ 43.88 195,320 10.5% 87.3% 11.3% 97.7% Thereafter 1 $ 42.50 41,399 2.2% 89.5% 2.3% 100.0% Vacant 0 N/A 193,611 10.5% 100.0% 0.0% 100.0% - ---------------------------------------------------------------------------------------------------------------------- * Calculated based on the approximate square footage occupied by each tenant. S-148 THE LOAN. The Mortgage Loan (the "One & Two International Place Loan") is secured by a first mortgage encumbering an office building located in Boston, Massachusetts. The One & Two International Place Loan represents approximately 7.7% of the Cut-Off Date Pool Balance. The One & Two International Place Loan was originated on January 10, 2005, and has a principal balance as of the Cut-Off Date of $216,000,000. The One & Two International Place Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest based on a 30-year schedule. The One & Two International Place Loan, which is evidenced by a pari passu note dated January 10, 2005, is a portion of a whole loan with an original principal balance of $432,000,000. The other loan related to the One & Two International Place Loan is evidenced by a separate note, dated January 10, 2005 (the "One & Two International Place Pari Passu Loan"), with an original principal balance of $216,000,000. The One & Two International Place Loan has a remaining term of 118 months and matures on January 11, 2015. The One & Two International Place Loan may be prepaid on or after October 11, 2014 and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWERS. The borrowers are Fort Hill Square 1 Owner LLC and Fort Hill Square 2 Owner LLC, each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the One & Two International Place Loan. The sponsor is Prudential Property Investment Separate Account ("PRISA"). which acquired a majority stake in the Mortgaged Property through the real estate investment arm of the Prudential Insurance Company of America, Prudential Real Estate Investors ("PREI"). PREI provides global real estate investment management services in the United States, Europe, Asia and Latin America. PREI is ranked among the largest real estate investment managers. THE PROPERTY. The Mortgaged Property is an approximately 1,852,501 square foot office building situated on approximately 2.5 acres. The Mortgaged Property was designed by the architectural firm Johnson Burgee and was developed by The Chiofaro Company, Inc. ("Chiofaro") in 1987. The Mortgaged Property is located in Boston, Massachusetts. As of January 31, 2005, the occupancy rate for the Mortgaged Property securing the One & Two International Place Loan was approximately 89.6%. The largest tenant is Deutsche/Scudder, Stevens ("Deutsche/Scudder"), occupying approximately 378,490 square feet, or approximately 20.4% of the net rentable area. Deutsche/Scudder is the asset management arm of Deutsche Bank AG ("Deutsche Bank"), and has over $699 billion of assets under management, 8,000 employees and 20 offices worldwide. Deutsche Asset Management is one of the largest retail asset managers in the Asia Pacific region. As of February 27, 2005, Deutsche Bank was rated "AA-" (S&P), "Aa3" (Moody's) and "AA-" (Fitch). The Deutsche/ Scudder lease expires in May 2009. The second largest tenant is Ropes & Gray ("Ropes & Gray"), occupying approximately 322,754 square feet, or approximately 17.4% of the net rentable area. Ropes & Gray is a leading national law firm with over 750 lawyers and professionals, offices in Boston, New York, Palo Alto, San Francisco, and Washington, D.C., and conference centers in London and Providence. Ropes & Gray represents interests across a broad spectrum of industries in corporate law and litigation matters, as well as offer counsel on labor and employment issues, tax and benefits, creditors' rights, and private client services. The Ropes & Gray lease expires in December 2010. The third largest tenant is Choate, Hall & Stewart LLP ("Choate, Hall & Stewart"), occupying approximately 155,324 square feet, or approximately 8.4% of the net rentable area. Choate, Hall & Stewart has maintained a position as one of the nation's leading law firms for over a century. Choate, Hall & Stewart's areas of core concentration are Corporate Law, Litigation, Intellectual Property, Trusts and Estates, Real Estate, and Healthcare. The Choate, Hall & Stewart lease expires in September 2015. LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account. MANAGEMENT. Chiofaro, the original developer of the Mortgaged Property, is the property manager for the Mortgaged Property securing the One & Two International Place Loan. Chiofaro is one of New England's leading developers and operators of first class commercial and research and development projects. S-149 Digital Realty Trust Portfolio - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Citigroup CUT-OFF DATE BALANCE $154,335,917 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 5.5% NUMBER OF MORTGAGE LOANS 6 LOAN PURPOSE Refinance SPONSOR Digital Realty Trust, L.P. and Digital Realty Trust, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.649% MATURITY DATE November 11, 2014 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 116/356 LOCKBOX Yes UP-FRONT RESERVES TAX Yes REPLACEMENT $29,539 TI/LC(1) $1,850,313 QWEST SPACE TI/LC(2) $2,400,000 CEC PREPAID RENT(3) $314,625 ENGINEERING $55,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $29,539 TI/LC $177,236 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $154,335,917 CUT-OFF DATE BALANCE/SF $109 CUT-OFF DATE LTV 67.3% MATURITY DATE LTV 56.7% UW DSCR ON NCF 1.55x - -------------------------------------------------------------------------------- (1) The funds escrowed in the upfront TI/LC Reserve may be used for tenant improvement allowances and leasing commissions for tenants of the 6 Mortgaged Properties (with amounts allocated to each Mortgaged Property) subject to the terms of the mortgage loan documents. The American Intercontinental University ("CEC") tenant at the Webb at LBJ property is entitled to $1,273,077 in tenant improvement allowances per the terms of the CEC lease. The Systems Management Specialists ("SMS") tenant at the Brea Office Building property is entitled to $400,000 for tenant improvement allowances per the terms of the SMS lease. (2) Qwest Communications Corporation ("Qwest") leases 78,540 sf at 36 Northeast Second Street on the second, third and fourth floor of the building and is a dark but paying tenant on the third and fourth floor (52,360 sf). Upon loan closing, the mortgagee required an upfront escrow totaling $2,400,000 to address tenant improvement and leasing commission costs associated with the dark but paying Qwest tenant space on the third and fourth floor and thereafter, for releasing costs associated with the currently built out tenant space that Qwest occupies on the second floor. (3) The CEC tenant at the Webb at LBJ property leases 50,463 sf under a lease that expires June 30, 2016. CEC's space includes phase I (30,463 sf), phase II (10,000 sf) and phase III (10,000 sf). As of the loan's closing date, the tenant was paying rent for the phase I space; however, rent for phase II and III tenant space were not being paid and will respectively commence on July 1, 2005 and July 1, 2006. The mortgagee escrowed 100% of phase II and III gross rental payments from the loan's closing date through the date that the CEC lease commences which totaled $314,625. Future releases of the escrow will commence on July 1, 2005 and will total $88,875 (i.e., the "First Prepaid Rent Disbursement") from the CEC Prepaid Rent Reserve Account provided that the phase II CEC lease is in full force and effect, the tenant is in occupancy and the tenant has commenced paying rent. Provided that the mortgagee shall have previously released the First Prepaid Rent Disbursement to borrower in accordance with the loan agreement, the mortgagee shall disburse any remaining amounts (i.e., $225,750 plus accrued interest) on deposit in the CEC Prepaid Rent Reserve Account to the borrower for the phase III tenant space after July 1, 2006, subject to the aforementioned release criteria. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 6 LOCATION Various PROPERTY TYPE Office/Mixed Use SIZE (SF) 1,421,884 OCCUPANCY AS OF JANUARY 14, 2005 93.6% YEAR BUILT/YEAR RENOVATED Various APPRAISED VALUE $229,200,000 PROPERTY MANAGEMENT Various UW ECONOMIC OCCUPANCY 89.0% UW REVENUES $30,476,142 UW TOTAL EXPENSES $11,212,518 UW NET OPERATING INCOME (NOI) $19,263,624 UW NET CASH FLOW (NCF) $16,685,634 - -------------------------------------------------------------------------------- S-150 - ------------------------------------------------------------------------------------------ DIGITAL REALTY TRUST PORTFOLIO SUMMARY - ------------------------------------------------------------------------------------------ ALLOCATED CUT-OFF DATE CUT-OFF DATE BALANCE PROPERTY NAME CITY STATE BALANCE PER SF - ------------------------------------------------------------------------------------------ Hudson Corporate Center......... Weehawken NJ $ 46,599,490 $ 149 Comverse Office Building ....... Wakefield MA 36,144,476 $ 93 Webb at LBJ .................... Dallas TX 34,352,188 $ 94 36 Northeast Second Street ..... Miami FL 18,171,810 $ 112 Siemens Building ............... Farmers Branch TX 11,152,015 $ 89 Brea Office Building ........... Brea CA 7,915,939 $ 115 ------------- $ 154,335,917 $ 109 ============= - ------------------------------------------------------------------------------------------ - --------------------------------------------------------------------------------------------------- UNDERWRITTEN YEAR NET APPRAISED PROPERTY NAME BUILT NRA (SF) OCCUPANCY* CASH FLOW VALUE - --------------------------------------------------------------------------------------------------- Hudson Corporate Center......... 1950 311,950 87.4% $ 6,010,295 $ 62,700,000 Comverse Office Building ....... 1957 388,000 99.7% 3,417,856 58,600,000 Webb at LBJ .................... 1966 365,449 94.5% 3,201,594 46,000,000 36 Northeast Second Street ..... 1925 162,140 81.2% 2,186,529 33,000,000 Siemens Building ............... 1999 125,538 100.0% 1,029,934 18,300,000 Brea Office Building ........... 1980 68,807 100.0% 839,426 10,600,000 ------- ------------ ------------- 1,421,884 93.6% $ 16,685,634 $ 229,200,000 ========= ============ ============= - --------------------------------------------------------------------------------------------------- * Occupancy as of January 14, 2005. - ---------------------------------------------------------------------------------- TENANT SUMMARY - ---------------------------------------------------------------------------------- NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ---------------------------------------------------------------------------------- Comverse Technology ................... NR/BB-/NR 367,033 25.8% Savvis, Inc. .......................... NR/NR/NR 258,375 18.2 SBC Services, Inc. .................... A2/A/A+ 141,663 10.0 Siemens Subscriber Networks, Inc. ..... Aa3/AA-/AA- 125,538 8.8 Burlington Coat Factory ............... NR/NR/NR 80,000 5.6 Qwest Communications Corporation ...... Caa2/BB-/B+ 78,540 5.5 Non-major tenants ..................... 279,584 19.7 Vacant ................................ 91,151 6.4 ------- ----- TOTAL ................................. 1,421,884 100.0% ========= ===== - ------------------------------------------------------------------------------------------------- % OF DATE OF ACTUAL ACTUAL LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------------- Comverse Technology ................... $ 18.41 $ 6,758,060 25.2% February 2011 Savvis, Inc. .......................... $ 26.27 6,788,733 25.3 Multiple Spaces(2) SBC Services, Inc. .................... $ 23.00 3,258,249 12.2 November 2010 Siemens Subscriber Networks, Inc. ..... $ 20.00 2,510,760 9.4 April 2010 Burlington Coat Factory ............... $ 4.75 380,000 1.4 January 2009 Qwest Communications Corporation ...... $ 23.19 1,820,988 6.8 December 2013 Non-major tenants ..................... $ 18.88 5,278,446 19.7 Vacant ................................ 0 0.0 ------------ ----- TOTAL ................................. $ 26,795,236 100.0% ============ ===== - ------------------------------------------------------------------------------------------------- (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, 23,805 square feet expire in August 2009, and 234,570 square feet expire in August 2013. - -------------------------------------------------------------------------------------------------------- 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* - -------------------------------------------------------------------------------------------------------- 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 1 $ 15.00 19,923 1.4% 1.4% 1.1% 1.1% 2007 1 $ 16.00 3,000 0.2% 1.6% 0.2% 1.3% 2008 0 $ 0.00 0 0.0% 1.6% 0.0% 1.3% 2009 4 $ 10.94 111,117 7.8% 9.4% 4.5% 5.8% 2010 3 $ 20.80 301,167 21.2% 30.6% 23.4% 29.2% 2011 3 $ 18.93 402,275 28.3% 58.9% 28.4% 57.6% 2012 1 $ 42.55 5,226 0.4% 59.3% 0.8% 58.5% 2013 4 $ 25.15 363,313 25.6% 84.8% 34.1% 92.6% 2014 3 $ 18.63 74,249 5.2% 90.0% 5.2% 97.7% 2015 0 $ 0.00 0 0.0% 90.0% 0.0% 97.7% Thereafter 1 $ 12.06 50,463 3.5% 93.6% 2.3% 100.0% Vacant 0 NA 91,151 6.4% 100.0% 0.0% 100.0% - -------------------------------------------------------------------------------------------------------- * Calculated based on the approximate square footage occupied by each tenant. S-151 THE LOAN. The 6 Mortgage Loans (the "Digital Realty Trust Portfolio Loans") are collectively secured by first mortgages or deeds of trust encumbering 2 office properties located in Massachusetts and Texas; 3 telecommunications facilities located in California, Florida and New Jersey and 1 mixed use property located in Dallas, Texas. The Digital Realty Trust Portfolio Loans represent approximately 5.5% of the Cut-Off Date Pool Balance. The Digital Realty Trust Portfolio Loans were originated on November 3, 2004, and have an aggregate principal balance as of the Cut-Off Date of $154,335,917. Each of the Digital Realty Trust Portfolio Loans is cross-collateralized and cross-defaulted with each of the other Digital Realty Trust Portfolio Loans. The Digital Realty Trust Portfolio Loans have a remaining term of 116 months and mature on November 11, 2014. The Digital Realty Trust Portfolio Loans may be prepaid on or after September 11, 2014, and each Digital Realty Trust Portfolio Loan permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWERS. The borrowers are Global Weehawken Acquisition Company, LLC, GIP Wakefield, LLC, Global Webb, L.P., Global Miami Acquisition Company, LLC, GIP Alpha, L.P., and Global Brea, LLC, each a special purpose entity. A non-consolidation opinion was delivered in connection with the origination of each of the Digital Realty Trust Portfolio Loans. The sponsors are Digital Realty Trust, L.P. and Digital Realty Trust, Inc. ("Digital") and Global Innovation Partners, LLC ("GI Partners"). Digital conducts its business activities through Digital Realty Trust, L.P., its operating partnership. Digital is a newly formed, publicly traded REIT which owns, acquires, repositions and manages technology related commercial real estate. Digital's portfolio is primarily located in eleven major metropolitan areas including Silicon Valley, San Francisco, Dallas, Boston, Los Angeles, New York, London, Denver and Miami. Digital's common stock is listed on the NYSE under "DLR". GI Partners is a private equity fund that was formed to pursue investment opportunities that intersect the real estate and technology industries. Investors in GI Partners include CalPERS (the majority investor in GI Partners at the time of Digital's initial public offering) and CB Richard Ellis. Concurrent with Digital's initial public offering, GI Partners owned over 40% of the ownership interests in Digital Realty Trust, L.P. THE PROPERTIES. The Mortgaged Properties consist of 2 office properties, 3 telecommunications facilities and 1 mixed use property totalling approximately 1,421,884 square feet. As of January 14, 2005, the weighted average occupancy rate for the Mortgaged Properties securing the Digital Realty Trust Portfolio Loans was approximately 93.6%. The largest tenant is Comverse Technology ("Comverse"), occupying approximately 367,033 square feet in two buildings, or 94.6% of the total net rentable area at the Comverse Office Building property. Comverse is a provider of software and systems enabling network-based multimedia enhanced communications services with wireless and wire line telecommunications network operators in more than 100 countries. This property serves as Comverse's U.S. headquarters. Comverse is rated "BB-" (S&P). The Comverse lease expires in February 2011. The second largest tenant is Savvis, Inc. ("Savvis") occupying 234,570 square feet, or 75.2% of the total net rentable area at the Hudson Corporate Center property and 23,805 square feet, or 14.7% of the total net rentable area at the 36 Northeast Second Street property. Savvis provides access, data transport, and related network services to more than 1,900 medium and large businesses and ISPs. Its network supports ATM (asynchronous transfer mode), IP (Internet protocol), and frame relay technologies, using private network access points that allow traffic to bypass public Internet-access points and spans more than 100 cities in approximately 45 countries. The Savvis leases expire in August 2013 at the Hudson Corporate Center property and in August 2009 at the 36 Northeast Second Street property. The third largest tenant is SBC Services, Inc. ("SBC"), occupying 141,663 square feet, or 38.8% of the net rentable area at the Webb at LBJ property. SBC is the second largest U.S. local telephone service provider. Its recent acquisition of AT&T Wireless has made its `Cingular' brand one of the nation's leading wireless carriers. Other services include long-distance and DSL broadband services. SBC is rated "A2" (Moody's), "A" (S&P) and "A+" (Fitch). The SBC lease expires in November 2010. LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account. MANAGEMENT. CB Richard Ellis, CB Richard Ellis-N.E. Partners, LP, Capstar Commercial Real Estate Services, Ltd., and Lincoln Property Company of Florida, Inc. are the property managers for the Mortgaged Properties securing the Digital Realty Trust Portfolio Loans. S-152 450 West 33rd Street - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $132,500,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 4.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Jacob Chetrit & Arbor Realty SR, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.100% MATURITY DATE March 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 36 ORIGINAL TERM/AMORTIZATION 120/324 REMAINING TERM/AMORTIZATION 120/324 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $22,125 TI/LC $14,000,000 RENT RESERVE(1) $2,010,000 OUTSTANDING TI/LC(2) $1,662,530 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $27,871 TI/LC(3) $69,677 ADDITIONAL FINANCING Pari Passu Debt $132,500,000 Mezzanine Debt $85,000,000 PARI PASSU NOTES(4) ------------ CUT-OFF DATE BALANCE $265,000,000 CUT-OFF DATE BALANCE/SF $158 CUT-OFF DATE LTV 68.8% MATURITY DATE LTV 59.3% UW DSCR ON NCF 1.22x - -------------------------------------------------------------------------------- (1) Escrowed at closing to cover the free rent period or rent concessions for Coach and St. Vincent's, respectively. (2) Escrowed at closing for landlord obligations currently outstanding for tenant improvements and leasing commissions related to Coach, St. Vincent's and NY Clearing House. (3) Beginning in September 2009, the borrower will be required to fund the escrow account with $69,677 per month for the remaining loan term. (4) LTV ratios, DSC ratio and Cut-Off Date Balance/SF were derived based on the aggregate indebtedness of the 450 West 33rd Street Loan and the 450 West 33rd Street Pari Passu Loan. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION New York, NY PROPERTY TYPE Office - CBD SIZE (SF) 1,672,237 OCCUPANCY AS OF MARCH 1, 2005 84.5% YEAR BUILT/YEAR RENOVATED 1969/1990 APPRAISED VALUE $385,000,000 PROPERTY MANAGEMENT Newmark & Company Real Estate, Inc. UW ECONOMIC OCCUPANCY 83.4% UW REVENUES $41,194,147 UW TOTAL EXPENSES $18,918,036 UW NET OPERATING INCOME (NOI) $22,276,111 UW NET CASH FLOW (NCF) $22,025,275 - -------------------------------------------------------------------------------- S-153 - ------------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------------- Associated Press .......... NR/NR/NR 290,752 17.4% $ 27.45 $ 7,980,289 25.3% November 2019 Thirteen/WNET ............. NR/NR/NR 204,791 12.2 $ 21.95 4,495,092 14.2 November 2018 Lerner NY ................. Baa2/BBB/NR 163,093 9.8 $ 26.72 4,357,881 13.8 June 2015 The Daily News ............ NR/NR/NR 140,950 8.4 $ 18.42 2,596,035 8.2 June 2011 City of New York .......... NR/NR/NR 129,874 7.8 $ 16.69 2,167,732 6.9 December 2016 Non-major tenants ......... 482,732 28.9 $ 20.64 9,962,520 31.6 Vacant .................... 260,045 15.6 0 0.0 ------- ----- ----------- ----- TOTAL ..................... 1,672,237 100.0% $31,559,549 100.0% ========= ===== =========== ===== - ------------------------------------------------------------------------------------------------------------------------- * Certain ratings are those of the parent whether or not the parent guarantees the lease. - ------------------------------------------------------------------------------------------------------------ LEASE EXPIRATION SCHEDULE - ------------------------------------------------------------------------------------------------------------ WA BASE CUMULATIVE CUMULATIVE % # OF LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* RENT ROLLING* ROLLING* - ------------------------------------------------------------------------------------------------------------ 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 1 $ 14.00 17,800 1.1% 1.1% 0.8% 0.8% 2008 0 $ 0.00 0 0.0% 1.1% 0.0% 0.8% 2009 0 $ 0.00 0 0.0% 1.1% 0.0% 0.8% 2010 0 $ 0.00 0 0.0% 1.1% 0.0% 0.8% 2011 6 $ 18.77 241,803 14.5% 15.5% 14.4% 15.2% 2012 3 $ 19.22 81,308 4.9% 20.4% 5.0% 20.1% 2013 6 $ 12.38 93,564 5.6% 26.0% 3.7% 23.8% 2014 0 $ 0.00 0 0.0% 26.0% 0.0% 23.8% 2015 4 $ 26.22 199,794 11.9% 37.9% 16.6% 40.4% Thereafter 9 $ 24.18 777,923 46.5% 84.4% 59.6% 100.0% Vacant 0 N/A 260,045 15.6% 100.0% 0.0% 100.0% - ------------------------------------------------------------------------------------------------------------ * Calculated based on the approximate square footage occupied by each tenant. S-154 THE LOAN. The Mortgage Loan (the "450 West 33rd Street Loan") is secured by a first mortgage encumbering an office building located in New York, New York. The 450 West 33rd Street Loan represents approximately 4.7% of the Cut-Off Date Pool Balance. The 450 West 33rd Street Loan was originated on March 1, 2005, and has a principal balance as of the Cut-Off Date of $132,500,000. The 450 West 33rd 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 450 West 33rd Street Loan, which is evidenced by a pari passu note dated March 1, 2005, is a portion of a whole loan with an original principal balance of $265,000,000. The other loan related to the 450 West 33rd Street Loan is evidenced by a separate note, dated March 1, 2005 (the "450 West 33rd Street Pari Passu Loan"), with an original principal balance of $132,500,000. The 450 West 33rd Street Loan has a remaining term of 120 months and matures on March 11, 2015. The 450 West 33rd Street Loan may be prepaid on or after December 11, 2014 and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower is 450 Partners LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 450 West 33rd Street Loan. The sponsors are Jacob Chetrit and Arbor Realty SR, Inc. Jacob Chetrit is an experienced real estate developer with major holdings in New York City and additional holdings around the country. The Chetrit Group has acquired and operated more than 4,500 apartment units and 10 million square feet of office and industrial space over the past 10 years. Arbor Realty SR, Inc. is a specialized real estate finance company investing in real estate-related bridge and mezzanine loans, preferred equity and, in limited cases, discounted mortgage notes and other real estate-related assets, which are collectively referred to as structured finance investments. THE PROPERTY. The Mortgaged Property is an approximately 1,672,237 square foot office building situated on approximately 3.1 acres. The Mortgaged Property was constructed in 1969 and renovated in 1990. The Mortgaged Property is located in New York, New York. As of March 1, 2005, the occupancy rate for the Mortgaged Property securing the 450 West 33rd Street Loan was approximately 84.5%. The largest tenant is the Associated Press ("AP"), occupying approximately 290,752 square feet, or approximately 17.4% of the net rentable area. AP is the world's largest newsgathering organization, with approximately 242 news bureaus serving more than 120 countries. The AP currently serves more than 1,500 newspapers and 5,000 broadcast outlets in the United States. Abroad, AP services are printed and broadcast in 112 countries. The company provides news, photos, graphics, and audiovisual services that reach people daily through print, radio, television, and the Web. The AP lease expires in November 2019. The second largest tenant is Thirteen/WNET ("Thirteen") occupying approximately 204,791 square feet, or approximately 12.2% of the net rentable area. Thirteen provides non-commercial, educational, public television and is celebrating four decades of educational television, community partnership and new media innovation. The Thirteen lease expires in November 2018. The third largest tenant is Lerner NY ("Lerner"), occupying approximately 163,093 square feet, or approximately 9.8% of the net rentable area. Lerner caters to women looking for urban apparel including jeans, dresses, and coordinates as well as accessories including sunglasses, costume jewelry, and hosiery at moderate prices. The Lerner lease is guaranteed by The Limited, Inc. As of March 1, 2005, The Limited, Inc. was rated "BBB" (S&P) and "Baa2" (Moody's). The Lerner lease expires in June 2015. LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account. MEZZANINE DEBT. Three Mezzanine loans in the aggregate amount of $85,000,000, were originated on March 1, 2005. The mezzanine loans are not assets of the Trust and are secured by a pledge of the equity interests of the borrower. MANAGEMENT. Newmark and Company Real Estate, Inc. ("Newmark") is the property manager for the Mortgaged Property securing the 450 West 33rd Street Loan. Newmark is headquartered in Manhattan and provides comprehensive real estate services to many of the world's most prominent corporations, property owners, investors and developers. Newmark manages and/or leases approximately 50 million square feet of commercial space nationally. S-155 Olympia Portfolio - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $85,700,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.1% NUMBER OF MORTGAGE LOANS 23 LOAN PURPOSE Refinance SPONSOR William E Touloumis TYPE OF SECURITY Fee WA MORTGAGE RATE 5.692% MATURITY DATE February 11, 2015 AMORTIZATION TYPE ARD INTEREST ONLY PERIOD 6 ORIGINAL TERM/AMORTIZATION 120/300 REMAINING TERM/AMORTIZATION 119/300 LOCKBOX Springing UP-FRONT RESERVES None ONGOING MONTHLY RESERVES TAX/INSURANCE Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $85,700,000 CUT-OFF DATE BALANCE/SF $210 CUT-OFF DATE LTV 75.0% MATURITY DATE LTV 58.6% UW DSCR ON NCF 1.25x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 24 LOCATION Various PROPERTY TYPE Retail/Office SIZE (SF) 409,058 OCCUPANCY AS OF VARIOUS DATES 98.2% YEAR BUILT/YEAR RENOVATED Various APPRAISED VALUE $114,260,000 PROPERTY MANAGEMENT Olympia Development Group, Inc. UW ECONOMIC OCCUPANCY 97.4% UW REVENUES $8,728,363 UW TOTAL EXPENSES $596,411 UW NET OPERATING INCOME (NOI) $8,131,952 UW NET CASH FLOW (NCF) $8,009,468 - -------------------------------------------------------------------------------- S-156 - ------------------------------------------------------------------------------------------------- OLYMPIA PORTFOLIO SUMMARY - ------------------------------------------------------------------------------------------------- GENERAL SPECIFIC CUT-OFF DATE PROPERTY PROPERTY PROPERTY NAME BALANCE YEAR BUILT TYPE TYPE - ------------------------------------------------------------------------------------------------- Olympia Retail Plaza at Dunedin, FL ......... $ 7,062,000 1998 Retail Anchored Olympia Temple Terrace Publix Shopping Center ..................................... 6,000,000 1999 Retail Anchored Olympia Walgreens -- Sarasota (Tamiami Trail), FL ................................. 5,211,000 1999 Retail Anchored Olympia Walgreens -- Temple Terrace, FL ......................................... 4,418,000 1998 Retail Anchored Olympia Walgreens -- Bradenton, FL .......... 4,305,000 1998 Retail Anchored Olympia Walgreens -- Merritt Island, FL ..... 4,161,000 1998 Retail Anchored Olympia Walgreens -- Naples, FL ............. 4,093,000 1998 Retail Anchored Olympia Walgreens -- Lilburn, GA ............ 4,078,000 2000 Retail Anchored Olympia Walgreens -- Brooksville, FL ........ 3,965,000 2001 Retail Anchored Olympia Walgreens -- Sarasota (Bee Ridge Road), FL ............................ 3,625,000 1995 Retail Anchored Olympia Walgreens -- Tampa, FL .............. 3,550,000 2001 Retail Anchored Olympia Walgreens -- New Smyrna Beach, FL .................................. 3,550,000 1999 Retail Anchored Olympia Walgreens -- Marietta, GA ........... 3,546,500 2002 Retail Anchored Olympia Walgreens -- Lehigh Acres, FL ....... 3,432,500 2002 Retail Anchored Olympia Walgreens -- Seminole, FL ........... 3,399,000 1996 Retail Anchored Olympia Walgreens -- Decatur, GA ............ 3,399,000 2001 Retail Anchored Olympia Walgreens -- Ocoee, FL .............. 3,361,000 2001 Retail Anchored Olympia Walgreens -- Homosassa, FL .......... 2,983,000 1997 Retail Anchored Olympia Walgreens -- Oldsmar, FL ............ 2,870,000 1998 Retail Anchored Olympia Walgreens -- Lake Wales, FL ......... 2,832,000 1997 Retail Anchored Olympia Medical/Office Pool ................. 2,402,000 Various Office Various Medical Associates of Pinellas Building ..... 1999 Office Medical Olympia Office Center ....................... 1998 Office Suburban Olympia Retail Plaza at Daytona Beach, FL .................................. 1,795,000 1990 Retail Anchored Olympia Applebees -- Lithia Springs, GA...... 1,662,000 2003 Retail Unanchored ----------- $85,700,000 =========== - ------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- CUT-OFF DATE UNDERWRITTEN SQUARE BALANCE NET PROPERTY NAME FOOTAGE PER SF LARGEST TENANT OCCUPANCY CASH FLOW - ---------------------------------------------------------------------------------------------------------------------------------- Olympia Retail Plaza at Dunedin, FL ......... 28,176 $ 251 Walgreens 100.0% $ 665,558 Olympia Temple Terrace Publix Shopping Center ..................................... 48,769 $ 123 Publix 100.0% 569,130 Olympia Walgreens -- Sarasota (Tamiami Trail), FL ................................. 17,145 $ 304 Walgreens 100.0% 507,516 Olympia Walgreens -- Temple Terrace, FL ......................................... 15,120 $ 292 Walgreens 100.0% 415,600 Olympia Walgreens -- Bradenton, FL .......... 15,930 $ 270 Walgreens 100.0% 406,038 Olympia Walgreens -- Merritt Island, FL ..... 15,120 $ 275 Walgreens 100.0% 391,250 Olympia Walgreens -- Naples, FL ............. 15,930 $ 257 Walgreens 100.0% 371,884 Olympia Walgreens -- Lilburn, GA ............ 15,120 $ 270 Walgreens 100.0% 371,894 Olympia Walgreens -- Brooksville, FL ........ 15,120 $ 262 Walgreens 100.0% 371,894 Olympia Walgreens -- Sarasota (Bee Ridge Road), FL ............................ 16,496 $ 220 Walgreens 100.0% 341,337 Olympia Walgreens -- Tampa, FL .............. 15,120 $ 235 Walgreens 100.0% 321,442 Olympia Walgreens -- New Smyrna Beach, FL .................................. 15,120 $ 235 Walgreens 100.0% 322,469 Olympia Walgreens -- Marietta, GA ........... 15,120 $ 235 Walgreens 100.0% 321,442 Olympia Walgreens -- Lehigh Acres, FL ....... 15,120 $ 227 Walgreens 100.0% 311,762 Olympia Walgreens -- Seminole, FL ........... 15,930 $ 213 Walgreens 100.0% 318,575 Olympia Walgreens -- Decatur, GA ............ 13,905 $ 244 Walgreens 100.0% 308,964 Olympia Walgreens -- Ocoee, FL .............. 15,120 $ 222 Walgreens 100.0% 305,016 Olympia Walgreens -- Homosassa, FL .......... 15,930 $ 187 Walgreens 100.0% 279,172 Olympia Walgreens -- Oldsmar, FL ............ 15,120 $ 190 Walgreens 100.0% 270,109 Olympia Walgreens -- Lake Wales, FL ......... 15,930 $ 178 Walgreens 100.0% 267,119 Olympia Medical/Office Pool ................. 27,968 $ 86 Various 100.0% 254,204 Medical Associates of Pinellas Building ..... 13,984 Medical Associates of Pinellas 100.0% Olympia Office Center ....................... 13,984 American Vacation Resorts 100.0% Olympia Retail Plaza at Daytona Beach, FL .................................. 21,226 $ 85 Walgreens 65.1% 162,297 Olympia Applebees -- Lithia Springs, GA...... 4,523 $ 367 Applebees 100.0% 154,795 ------ ---------- 409,058 $ 210 98.2% $8,009,468 ======= ========== - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- APPRAISED CUT-OFF APPRAISED VALUE DATE UW NCF PROPERTY NAME VALUE PER SF LTV DSCR - ---------------------------------------------------------------------------------------------- Olympia Retail Plaza at Dunedin, FL ......... $ 9,350,000 $ 332 75.5% 1.25x Olympia Temple Terrace Publix Shopping Center ..................................... 7,500,000 $ 154 80.0% 1.26x Olympia Walgreens -- Sarasota (Tamiami Trail), FL ................................. 6,900,000 $ 402 75.5% 1.30x Olympia Walgreens -- Temple Terrace, FL ......................................... 5,850,000 $ 387 75.5% 1.25x Olympia Walgreens -- Bradenton, FL .......... 5,700,000 $ 358 75.5% 1.26x Olympia Walgreens -- Merritt Island, FL ..... 5,510,000 $ 364 75.5% 1.25x Olympia Walgreens -- Naples, FL ............. 5,420,000 $ 340 75.5% 1.21x Olympia Walgreens -- Lilburn, GA ............ 5,400,000 $ 357 75.5% 1.21x Olympia Walgreens -- Brooksville, FL ........ 5,250,000 $ 347 75.5% 1.25x Olympia Walgreens -- Sarasota (Bee Ridge Road), FL ............................ 4,800,000 $ 291 75.5% 1.25x Olympia Walgreens -- Tampa, FL .............. 4,700,000 $ 311 75.5% 1.21x Olympia Walgreens -- New Smyrna Beach, FL .................................. 4,700,000 $ 311 75.5% 1.21x Olympia Walgreens -- Marietta, GA ........... 4,700,000 $ 311 75.5% 1.21x Olympia Walgreens -- Lehigh Acres, FL ....... 4,550,000 $ 301 75.4% 1.21x Olympia Walgreens -- Seminole, FL ........... 4,500,000 $ 282 75.5% 1.25x Olympia Walgreens -- Decatur, GA ............ 4,500,000 $ 324 75.5% 1.21x Olympia Walgreens -- Ocoee, FL .............. 4,450,000 $ 294 75.5% 1.21x Olympia Walgreens -- Homosassa, FL .......... 3,950,000 $ 248 75.5% 1.25x Olympia Walgreens -- Oldsmar, FL ............ 3,800,000 $ 251 75.5% 1.25x Olympia Walgreens -- Lake Wales, FL ......... 3,750,000 $ 235 75.5% 1.26x Olympia Medical/Office Pool ................. 3,180,000 $ 114 75.5% 1.41x Medical Associates of Pinellas Building ..... 1,980,000 $ 142 Olympia Office Center ....................... 1,200,000 $ 86 Olympia Retail Plaza at Daytona Beach, FL .................................. 3,600,000 $ 170 49.9% 1.25x Olympia Applebees -- Lithia Springs, GA...... 2,200,000 $ 486 75.5% 1.24x ------------ $114,260,000 $ 279 75.0% 1.25X ============ - ---------------------------------------------------------------------------------------------- S-157 THE LOAN. The 23 Mortgage Loans (the "Olympia Portfolio Loans") are secured by 23 mortgages or first deeds of trust encumbering 22 retail properties and 2 office properties, located in Florida (19 properties) and Georgia (4 properties). The Olympia Portfolio Loans represent approximately 3.1% of the Cut-Off Date Pool Balance. The Olympia Portfolio Loans were originated on December 15, 2004, and have a principal balance as of the Cut-Off Date of $85,700,000. Each of the Olympia Portfolio Loans is cross-collateralized and cross-defaulted with each of the other Olympia Portfolio Loans. Each Olympia Portfolio Loan provides for interest-only payments for the first 6 months of its term, and thereafter, fixed monthly payments of principal and interest. The Olympia Portfolio Loans each have a remaining term of 119 months and mature on February 11, 2015. The Olympia Portfolio Loans may be prepaid on or after December 11, 2014, and permit defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower for 21 of the Olympia Portfolio Loans is Olympia Development Group, Inc., for 1 of the Olympia Portfolio Loans is Seabreeze Plaza Partnership, and for 1 of the Olympia Portfolio Loans is Russell/Touloumis I, LLC. None of the borrowers is a special purpose entity. The sponsor of each of the borrowers is William E. Touloumis. Mr. Touloumis is President of Olympia Development, Inc., and is an experienced developer with ties to Walgreens that date back to 1980. Olympia Development Group, Inc. is a vertically integrated real estate company focused on providing new stores for Walgreens both for sale and lease. THE PROPERTIES. The Olympia Portfolio Loans consist of 22 retail properties and 2 office properties, containing, in the aggregate, approximately 409,058 square feet. The 24 Mortgaged Properties are located in Georgia and Florida. As of various dates in 2004, the occupancy for the Mortgaged Properties securing the Olympia Portfolio Loans was approximately 98.2%. LOCK BOX ACCOUNT. If each of the Olympia Portfolio Loans is not repaid in full on February 11, 2015, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases shall be directly deposited into a mortgage designated lock box account. SUBSTITUTION. The borrower may substitute one or more of the Mortgaged Properties for properties of like kind and quality -upon mortgagee consent and satisfaction of certain conditions set forth under the loan documents, including without limitation; (i) the satisfaction of certain loan-to-value and debt service coverage tests, (ii) the borrower provides an opinion of counsel that the proposed substitution will not adversely affect the REMIC status of the Trust Fund and (iii) a written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn. MANAGEMENT. Olympia Development Group, Inc., the borrower for 21 of the Olympia Portfolio Loans, is the property manager for each of the Mortgaged Properties securing the Olympia Portfolio Loans. S-158 Tharaldson Pool I-B - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Countrywide CUT-OFF DATE BALANCE $79,785,970 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Gary Tharaldson TYPE OF SECURITY Leasehold MORTGAGE RATE 5.158% MATURITY DATE February 11, 2015 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/240 REMAINING TERM/AMORTIZATION 119/239 LOCKBOX Yes SHADOW RATING (S&P/MOODY'S/FITCH)(1) BBB+/A2/BBB UP-FRONT RESERVES TAX Yes REPLACEMENT(2) $420,000 OTHER(3) $393,123 ONGOING MONTHLY RESERVES TAX Yes REPLACEMENT(4) 4% FF&E ADDITIONAL FINANCING(5) None CUT-OFF DATE BALANCE $79,785,970 CUT-OFF DATE BALANCE/ROOM $55,561 CUT-OFF DATE LTV 54.3% MATURITY DATE LTV 34.5% UW DSCR ON NCF 2.36x - -------------------------------------------------------------------------------- (1) S&P, Moody's and Fitch have confirmed that the Tharaldson Pool 1-B Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) 3 months of FF&E calculated at 4% of annual gross revenue; amounts in this reserve are not released -- borrower pays actual FF&E costs directly without reimbursement. (3) Upon the closing of the loan, 3 months of ground rent payments. (4) Capped at 3 months. (5) The borrower is permitted to incur future unsecured debt in the amount of $6,000,000 from its affiliate, other than in the ordinary course of business. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 13 LOCATION Various PROPERTY TYPE Hospitality -- Limited Service SIZE (ROOMS) 1,436 OCCUPANCY AS OF NOVEMBER 30, 2004 75.0% YEAR BUILT/YEAR RENOVATED Various/NA APPRAISED VALUE $146,900,000 PROPERTY MANAGEMENT Tharaldson Property Management, Inc. UW ECONOMIC OCCUPANCY 77.5% UW REVENUES $40,255,633 UW TOTAL EXPENSES $25,103,499 UW NET OPERATING INCOME (NOI) $15,152,133 UW NET CASH FLOW (NCF) $15,152,133 - -------------------------------------------------------------------------------- S-159 - -------------------------------------------------------------------------------- THARALDSON POOL I-B SUMMARY - -------------------------------------------------------------------------------- CUT-OFF CUT-OFF DATE DATE YEAR NUMBER BALANCE PROPERTY NAME BALANCE BUILT OF ROOMS PER ROOM - -------------------------------------------------------------------------------- Las Vegas Residence Inn ......... $ 9,773,781 2004 160 $61,086 Las Vegas Courtyard ............. 9,075,654 2004 146 $62,162 Palmdale Residence Inn .......... 8,078,329 2001 90 $89,759 Las Vegas Holiday Inn Express ... 7,679,400 2004 139 $55,247 Las Vegas Fairfield Inn & Suites 7,479,935 2004 142 $52,676 Montgomeryville Courtyard ....... 6,881,540 2004 102 $67,466 Palmdale Courtyard .............. 6,582,343 2000 90 $73,137 Cheektowaga Residence Inn ....... 6,283,145 2002 113 $55,603 El Paso Residence Inn ........... 4,388,228 2003 96 $45,711 Woodlands Residence Inn II ...... 4,338,362 2002 96 $45,191 Tulsa Residence Inn ............. 4,089,031 2000 90 $45,434 Willowbrook Residence Inn ....... 2,842,375 2002 96 $29,608 Tulsa Springhill Suites ......... 2,293,847 2000 76 $30,182 ----------- --- TOTAL ........................... $79,785,970 1,436 $55,561 =========== ===== - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- APPRAISED UW APPRAISED VALUE PROPERTY NAME OCCUPANCY* NET CASH FLOW VALUE PER ROOM - ---------------------------------------------------------------------------------------- Las Vegas Residence Inn ......... 69.2% $ 1,736,111 $ 17,500,000 $109,375 Las Vegas Courtyard ............. 65.2% 1,809,072 16,300,000 $111,644 Palmdale Residence Inn .......... 91.7% 1,557,559 14,400,000 $160,000 Las Vegas Holiday Inn Express ... 68.9% 1,294,647 13,400,000 $ 96,403 Las Vegas Fairfield Inn & Suites 71.0% 1,313,978 13,700,000 $ 96,479 Montgomeryville Courtyard ....... 73.3% 1,370,100 12,200,000 $119,608 Palmdale Courtyard .............. 87.2% 1,187,567 11,700,000 $130,000 Cheektowaga Residence Inn ....... 80.3% 1,006,724 11,100,000 $ 98,230 El Paso Residence Inn ........... 89.8% 1,034,954 8,400,000 $ 87,500 Woodlands Residence Inn II ...... 71.0% 878,215 8,300,000 $ 86,458 Tulsa Residence Inn ............. 80.2% 717,812 7,600,000 $ 84,444 Willowbrook Residence Inn ....... 70.5% 829,802 8,200,000 $ 85,417 Tulsa Springhill Suites ......... 70.7% 415,592 4,100,000 $ 53,947 ----------- ------------ TOTAL ........................... 75.0% $15,152,133 $146,900,000 $102,298 =========== ============ - ---------------------------------------------------------------------------------------- * As of November 30, 2004 - ----------------------------------------------------------------------------------------------------------------------------- THARALDSON POOL I-B SUMMARY - ----------------------------------------------------------------------------------------------------------------------------- CUT-OFF DATE 2002 2003 TTM UW PROPERTY NAME BALANCE REVPAR REVPAR REVPAR* UW OCC UW ADR REVPAR - ----------------------------------------------------------------------------------------------------------------------------- Las Vegas Residence Inn .............. $ 9,773,781 NA NA $ 71.73 78.0% $ 102.00 $ 79.56 Las Vegas Courtyard .................. 9,075,654 NA NA $ 62.19 76.1% $ 101.12 $ 77.08 Palmdale Residence Inn ............... 8,078,329 $ 92.82 $ 94.94 $ 104.92 87.0% $ 116.00 $ 100.92 Las Vegas Holiday Inn Express ........ 7,679,400 NA NA $ 62.63 75.0% $ 88.00 $ 66.00 Las Vegas Fairfield Inn & Suites ..... 7,479,935 NA NA $ 69.72 75.4% $ 88.86 $ 66.96 Montgomeryville Courtyard ............ 6,881,540 NA NA $ 82.75 77.0% $ 107.00 $ 82.39 Palmdale Courtyard ................... 6,582,343 $ 73.57 $ 82.33 $ 90.77 81.0% $ 106.00 $ 85.86 Cheektowaga Residence Inn ............ 6,283,145 NA $ 60.92 $ 69.47 79.0% $ 89.00 $ 70.31 El Paso Residence Inn ................ 4,388,228 NA $ 70.07 $ 80.85 88.0% $ 91.00 $ 80.08 Woodlands Residence Inn II ........... 4,338,362 $ 48.71 $ 50.13 $ 66.15 71.0% $ 94.36 $ 66.99 Tulsa Residence Inn .................. 4,089,031 $ 61.13 $ 57.57 $ 63.58 80.2% $ 81.83 $ 65.64 Willowbrook Residence Inn ............ 2,842,375 $ 23.46 $ 51.62 $ 66.58 71.0% $ 95.20 $ 67.59 Tulsa Springhill Suites .............. 2,293,847 $ 47.19 $ 45.14 $ 47.71 71.5% $ 69.78 $ 49.91 ----------- TOTAL ................................ $79,785,970 $ 57.61 $ 64.18 $ 71.67 77.5% $ 95.05 $ 73.91 =========== - ----------------------------------------------------------------------------------------------------------------------------- * Several of the properties opened during the trailing twelve months as follows: the Las Vegas Residence Inn, Las Vegas Courtyard, Montgomeryville Courtyard, Las Vegas Holiday Inn Express, and Las Vegas Fairfield Inn & Suites opened in April 2004, August 2004, March 2004, December 2003, and December 2003, respectively. S-160 THE LOAN. The Mortgage Loan ("Tharaldson Pool I-B Loan") is secured by the leasehold interests in 13 Mortgaged Properties. The Mortgaged Properties are located in California (2 Mortgaged Properties), Nevada (4 Mortgaged Properties), New York (1 Mortgaged Property), Oklahoma (2 Mortgaged Properties), Pennsylvania (1 Mortgaged Property) and Texas (3 Mortgaged Properties). The Mortgaged Properties are ground leased from the borrowers (and in the case of the Mortgage Property located in Pennsylvania, a payment guarantor) under the Tharaldson Pool I-A loan (loan number 5), which are affiliates of the Tharaldson Pool I-B Loan borrowers. The Tharaldson Pool I-B Loan represents approximately 2.8% of the Cut-Off Date Pool Balance. The Tharaldson Pool I-B Loan was originated on January 31, 2005, and has an aggregate principal balance as of the Cut-Off Date of $79,785,970. All of the mortgages and deeds of trust securing the Tharaldson Pool I-B Loan are cross-collateralized and cross-defaulted with each other. The Tharaldson Pool I-B Loan has a remaining term of 119 months and matures on February 11, 2015. The Tharaldson Pool I-B Loan may be prepaid on or after November 11, 2014, and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWERS. The borrowers on the Tharaldson Pool I-B Loans consist of 12 special purpose entities which individually own the Mortgaged Properties. Each of the special purpose entities are directly or indirectly controlled by Gary Tharaldson. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the Tharaldson Pool I-B Loan. The sponsor of the borrowers is Mr. Tharaldson, founder and president of Tharaldson Motels, Inc. ("TMI"), which builds and operates hotels across the country. Tharaldson Property Management, Inc. ("TPM"), is a subsidiary of TMI and operates over 355 hotels in 36 states. THE PROPERTIES. The Tharaldson Pool I-B consists of 13 hotels containing, in the aggregate, 1,436 rooms. The 13 Mortgaged Properties are located in 6 states throughout the United States. As of November 30, 2004, the year-to-date occupancy rate for the Mortgaged Properties securing the Tharaldson Pool I-B Loans was approximately 75.0%. LOCK BOX ACCOUNT. All revenue with respect to the Mortgaged Properties (including credit card receivables) will be deposited into a mortgagee designated lockbox account and swept to the borrowers' account until a trigger event occurs. SUBSTITUTION. The borrower may substitute one or more of the Mortgaged Properties with properties of like kind and quality upon satisfaction of certain conditions set forth under the loan documents, including without limitation: (i) the satisfaction of certain loan-to value and debt service coverage tests, (ii) no substitute property may be located in the greater metropolitan areas of Houston, Texas, the Woodlands, Texas, or Las Vegas, Nevada, and (iii) a written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn. PARTIAL DEFEASANCE. The borrowers may defease any individual property at 125% of such individual property's allocated loan amount, provided that certain conditions have been met. MANAGEMENT. TPM is the property manager for each of the Mortgaged Properties securing the Tharaldson Pool I-B Loan. TPM manages approximately 355 limited service hotels in 36 states including the Mortgaged Properties and has been managing limited service hotels since 1982. LITIGATION. The Tharaldson Pool I-B Loan is subject to certain pending litigation as described in the preliminary prospectus supplement under "RISK FACTORS--Litigation May Have Adverse Effect on Borrowers". S-161 111 Massachusetts Avenue - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $75,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Douglas Jemal TYPE OF SECURITY Fee MORTGAGE RATE 5.200% MATURITY DATE March 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 120/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $4,375 TI/LC(1) $718,200 OTHER(2) $8,000,000 MASTER LEASE(3) $1,500,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $3,476 ROLLOVER(4) Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $75,000,000 CUT-OFF DATE BALANCE/SF $270 CUT-OFF DATE LTV 76.5% MATURITY DATE LTV 65.0% UW DSCR ON NCF 1.34x - -------------------------------------------------------------------------------- (1) Escrowed at closing for TI/LC costs associated with the anticipated GSA lease for the 1st and 7th floors. These funds will be released upon the commencement of the GSA paying full rent. (2) Escrowed at closing, and to be held until such time as the GSA signs the pending lease for the first and 7th floors and the GSA begins paying full rent on this space equal to 35,910 square feet. (3) Letter of credit posted at closing, which collateralizes the Master Lease by the sponsor. (4) To mitigate the risk associated with the 2009 rollover, the loan provides for either i) a springing letter of credit in the amount of $1.8 million or ii) a 100% cash flow sweep commencing January 2007 that would accumulate to $1.8 million. The escrow would be released at such time as the space expiring in 2009 is renewed or re-leased to a non-GSA tenant(s) and such tenant(s) are in occupancy and paying rent. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Washington, DC PROPERTY TYPE Office -- CBD SIZE (SF) 278,040 OCCUPANCY AS OF FEBRUARY 28, 2005 77.0% YEAR BUILT/YEAR RENOVATED 1983/NA APPRAISED VALUE $98,000,000 Douglas Jemal Development PROPERTY MANAGEMENT Corp. UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $10,461,022 UW TOTAL EXPENSES $3,449,449 UW NET OPERATING INCOME (NOI) $7,011,573 UW NET CASH FLOW (NCF) $6,601,761 - -------------------------------------------------------------------------------- S-162 - ----------------------------------------------------------------------------------- TENANT SUMMARY - ----------------------------------------------------------------------------------- NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ----------------------------------------------------------------------------------- GSA (INS) .............................. Aaa/AAA/AAA 154,040 55.4% Douglas Development Corporation(3) ..... NR/NR/NR 59,944 21.6 GSA (INS) (Pending Lease) .............. Aaa/AAA/AAA 35,910 12.9 Newstand ............................... NR/NR/NR 200 0.1 Vacant ................................. 27,946 10.1 ------- ----- TOTAL .................................. 278,040 100.0% ======= ===== - ----------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------ % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------------------------------------------------------------------------ GSA (INS) .............................. $ 42.82 $ 6,596,247 65.2% Multiple Spaces(2) Douglas Development Corporation(3) ..... $ 33.77 2,024,072 20.0 February 2010 GSA (INS) (Pending Lease) .............. $ 41.54 1,491,701 14.7 July 2015 Newstand ............................... $ 48.00 9,600 0.1 MTM Vacant ................................. 0 0.0 ----------- ----- TOTAL .................................. $10,121,621 100.0% =========== ===== - ------------------------------------------------------------------------------------------------ (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Under the terms of multiple leases, 89,992 square feet expire in February 2009, 4,135 square feet expire in November 2014, and 59,913 square feet expire in January 2015. (3) Master lease to the sponsor of the borrower. - --------------------------------------------------------------------------------------------------------------- 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(1) ROLLING(1) RENT ROLLING(1) ROLLING(1) - --------------------------------------------------------------------------------------------------------------- 2005 1 $ 48.00 200 0.1% 0.1% 0.1% 0.1% 2006 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2007 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2008 0 $ 0.00 0 0.0% 0.1% 0.0% 0.1% 2009 5 $ 44.71 89,992 32.4% 32.4% 39.7% 39.8% 2010 2 $ 33.77 59,944 21.6% 54.0% 20.0% 59.8% 2011 0 $ 0.00 0 0.0% 54.0% 0.0% 59.8% 2012 0 $ 0.00 0 0.0% 54.0% 0.0% 59.8% 2013 0 $ 0.00 0 0.0% 54.0% 0.0% 59.8% 2014 1 $ 25.00 4,135 1.5% 55.5% 1.0% 60.9% 2015(2) 4 $ 41.34 95,823 34.5% 89.9% 39.1% 100.0% Thereafter 0 $ 0.00 0 0.0% 89.9% 0.0% 100.0% Vacant 0 NA 27,946 10.1% 100.0% 0.0% 100.0% - --------------------------------------------------------------------------------------------------------------- (1) Calculated based on the approximate square footage occupied by each tenant. (2) Includes 35,910 square feet pending lease to GSA (INS). S-163 THE LOAN. The Mortgage Loan (the "111 Massachusetts Avenue Loan") is secured by a first deed of trust encumbering an office building located in Washington, DC. The 111 Massachusetts Avenue Loan represents approximately 2.7% of the Cut-Off Date Pool Balance. The 111 Massachusetts Avenue Loan was originated on February 28, 2005, and has a principal balance as of the Cut-Off Date of $75,000,000. The 111 Massachusetts Avenue Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. The 111 Massachusetts Avenue Loan has a remaining term of 120 months and matures on March 11, 2015. The 111 Massachusetts Avenue Loan may be prepaid on or after January 11, 2015 and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower is Jemal's Darth Vader L.L.C., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 111 Massachusetts Avenue Loan. The sponsor is Douglas Jemal. Mr. Jemal founded the Douglas Development Corporation in 1985, which has grown to manage over 150 properties and approximately 8 million square feet of commercial space. THE PROPERTY. The Mortgaged Property is an approximately 278,040 square foot office building on 0.8 acres. The Mortgaged Property was constructed in 1983. The Mortgaged Property is located in Washington, DC. As of February 28, 2005, the occupancy rate for the Mortgaged Property securing the 111 Massachusetts Avenue Loan was approximately 77.0%. The largest tenant is the U.S. Government ("GSA") occupying approximately 154,040 square feet, or approximately 55.4% of the net rentable area through multiple leases. The GSA secures the buildings, products, services, technology and other workplace essentials for federal agencies. The GSA leases expire in February 2009, November 2014 and January 2015. As of February 15, 2005, the GSA was rated "AAA" (S&P), "Aaa" (Moody's) and "AAA" (Fitch). The second largest tenant is Douglas Development Corporation ("DDC") occupying approximately 59,944 square feet, or approximately 21.6% of the net rentable area. DDC, the sponsor's real estate company, has provided a master lease that expires in February 2010, from which it will be released when the GSA expands into this space and is paying unabated rent, or the space is occupied by an additional tenant. LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases shall be directly deposited into a mortgagee designated lock box account. MANAGEMENT. Douglas Jemal Development Corp., an affiliate of the sponsor, is the property manager for the Mortgaged Property securing the 111 Massachusetts Avenue Loan. S-164 Residence Inn Portfolio #1 - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $65,861,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.3% NUMBER OF MORTGAGE LOANS 10 LOAN PURPOSE Refinance SPONSOR Apple Hospitality Two, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 6.880% MATURITY DATE November 11, 2014 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 120/300 REMAINING TERM/AMORTIZATION 116/300 LOCKBOX None UP-FRONT RESERVES None ONGOING MONTHLY RESERVES TAX/INSURANCE Springing REPLACEMENT Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $65,861,000 CUT-OFF DATE BALANCE/ROOM $57,824 CUT-OFF DATE LTV 71.1% MATURITY DATE LTV 58.6% UW DSCR ON NCF 1.43x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 10 LOCATION Various PROPERTY TYPE Hospitality -- Extended Stay SIZE (ROOMS) 1,139 OCCUPANCY AS OF DECEMBER 3, 200 79.4% YEAR BUILT/YEAR RENOVATED Various APPRAISED VALUE $92,680,000 PROPERTY MANAGEMENT Residence Inn by Marriott, Inc. UW ECONOMIC OCCUPANCY 78.3% UW REVENUES $30,523,806 UW TOTAL EXPENSES $21,129,330 UW NET OPERATING INCOME (NOI) $9,394,477 UW NET CASH FLOW (NCF) $7,868,286 - -------------------------------------------------------------------------------- S-165 - ---------------------------------------------------------------------------------- RESIDENCE INN PORTFOLIO #1 SUMMARY - ---------------------------------------------------------------------------------- CUT-OFF CUT-OFF NUMBER DATE DATE YEAR YEAR OF BALANCE PROPERTY NAME BALANCE BUILT RENOVATED ROOMS PER ROOM - ---------------------------------------------------------------------------------- Residence Inn #1 -- Las Vegas, NV ........ $ 20,625,000 1989 2001 192 $ 107,422 Residence Inn #1 -- Santa Fe, NM ......... 8,050,000 1986 NA 120 $ 67,083 Residence Inn #1 -- Placentia, CA ........ 7,650,000 1988 2003 112 $ 68,304 Residence Inn #1 -- Birmingham, AL ....... 5,573,000 1986 2004 128 $ 43,539 Residence Inn #1 -- Akron, OH ............ 5,460,000 1987 2003 112 $ 48,750 Residence Inn #1 -- Danvers, MA .......... 4,620,000 1988 2003 96 $ 48,125 Residence Inn #1 -- Bossier City, LA ..... 4,050,000 1985 NA 72 $ 56,250 Residence Inn #1 -- Kalamazoo, MI ........ 3,938,000 1989 NA 83 $ 47,446 Residence Inn #1 -- Jackson, MS .......... 3,360,000 1986 2004 119 $ 28,235 Residence Inn #1 -- Memphis, TN .......... 2,535,000 1985 NA 105 $ 24,143 ------------ --- $ 65,861,000 1,139 $ 57,824 ============ ===== - ---------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------ APPRAISED CUT-OFF APPRAISED VALUE DATE UW PROPERTY NAME OCCUPANCY* UW NCF VALUE PER ROOM LTV DSCR - ------------------------------------------------------------------------------------------------------ Residence Inn #1 -- Las Vegas, NV ........ 82.0% $ 2,485,283 $ 27,500,000 $ 143,229 75.0% 1.44x Residence Inn #1 -- Santa Fe, NM ......... 77.2% 910,143 11,500,000 $ 95,833 70.0% 1.35x Residence Inn #1 -- Placentia, CA ........ 79.8% 855,388 10,200,000 $ 91,071 75.0% 1.33x Residence Inn #1 -- Birmingham, AL ....... 81.3% 701,701 7,430,000 $ 58,047 75.0% 1.50x Residence Inn #1 -- Akron, OH ............ 80.9% 646,400 7,800,000 $ 69,643 70.0% 1.41x Residence Inn #1 -- Danvers, MA .......... 79.4% 663,161 6,600,000 $ 68,750 70.0% 1.71x Residence Inn #1 -- Bossier City, LA ..... 87.0% 437,193 5,400,000 $ 75,000 75.0% 1.29x Residence Inn #1 -- Kalamazoo, MI ........ 83.5% 511,044 5,250,000 $ 63,253 75.0% 1.55x Residence Inn #1 -- Jackson, MS .......... 78.3% 363,432 7,100,000 $ 59,664 47.3% 1.29x Residence Inn #1 -- Memphis, TN .......... 65.8% 294,541 3,900,000 $ 37,143 65.0% 1.38x ----------- ------------ 79.4% $ 7,868,286 $ 92,680,000 $ 81,370 71.1% 1.43X =========== ============ - ------------------------------------------------------------------------------------------------------ * The Occupancy is an average of the YTD as of December 3, 2004. - ------------------------------------------------------------------------------------------------------------------------------------ RESIDENCE INN PORTFOLIO #1 SUMMARY - ------------------------------------------------------------------------------------------------------------------------------------ CUT-OFF DATE 2002 2003 TTM UW UW UW PROPERTY NAME BALANCE REVPAR REVPAR REVPAR OCC ADR REVPAR - ------------------------------------------------------------------------------------------------------------------------------------ Residence Inn #1 -- Las Vegas, NV ....... $ 20,625,000 $ 85.88 $ 83.97 $ 95.08 80.0% $ 118.70 $ 94.96 Residence Inn #1 -- Santa Fe, NM ........ 8,050,000 $ 79.90 $ 69.00 $ 71.02 75.3% $ 94.27 $ 70.99 Residence Inn #1 -- Placentia, CA ....... 7,650,000 $ 72.26 $ 66.47 $ 72.29 79.5% $ 90.95 $ 72.31 Residence Inn #1 -- Birmingham, AL ...... 5,573,000 $ 56.95 $ 55.82 $ 61.83 79.1% $ 78.15 $ 61.82 Residence Inn #1 -- Akron, OH ........... 5,460,000 $ 66.34 $ 58.28 $ 64.66 78.8% $ 82.09 $ 64.69 Residence Inn #1 -- Danvers, MA ......... 4,620,000 $ 80.27 $ 59.11 $ 71.85 80.0% $ 94.49 $ 75.59 Residence Inn #1 -- Bossier City, LA .... 4,050,000 $ 65.68 $ 66.49 $ 68.03 85.0% $ 79.63 $ 67.69 Residence Inn #1 -- Kalamazoo, MI ....... 3,938,000 $ 72.79 $ 69.98 $ 75.56 80.0% $ 92.51 $ 74.01 Residence Inn #1 -- Jackson, MS ......... 3,360,000 $ 60.26 $ 56.10 $ 55.70 78.2% $ 74.18 $ 58.01 Residence Inn #1 -- Memphis, TN ......... 2,535,000 $ 59.28 $ 61.76 $ 59.17 69.0% $ 90.00 $ 62.10 ------------ $ 65,861,000 $ 70.91 $ 65.80 $ 71.06 78.4% $ 91.52 $ 71.73 ============ - ------------------------------------------------------------------------------------------------------------------------------------ S-166 THE LOAN. The 10 Mortgage Loans (the "Residence Inn Portfolio #1 Loans") are secured by 10 first deeds of trust encumbering 10 hotels, each located in a different state throughout the United States. The Residence Inn Portfolio #1 Loans represent approximately 2.3% of the Cut-Off Date Pool Balance. All of the Residence Inn Portfolio #1 Loans were originated on November 10, 2004 and have an aggregate principal balance as of the Cut-Off Date of $65,861,000. Each of the Residence Inn Portfolio #1 Loans is cross-collateralized and cross-defaulted with each of the other Residence Inn #1 Portfolio Loans. Each Residence Inn Portfolio #1 Loan provides for interest-only payments for the first 12 months of its term, and thereafter, fixed monthly payments of principal and interest. The Residence Inn Portfolio #1 Loans each have a remaining term of 116 months and mature on November 11, 2014. The Residence Inn Portfolio #1 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. THE BORROWER. The borrower for each Residence Inn Portfolio #1 Loan is AHT Residence Inn II Limited Partnership, each a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of each Residence Inn Portfolio #1 Loan. The sponsor of the borrower is Apple Hospitality Two, Inc. ("Apple Hospitality"). Apple Hospitality is an extended-stay real estate investment trust, with a portfolio of approximately 66 hotels. THE PROPERTIES. The Residence Inn Portfolio #1 Loans consists of 10 hotels containing, in the aggregate, 1,139 rooms. The 10 Mortgaged Properties are located in 10 states throughout the United States. As of December 3, 2004, the year to date occupancy rate for the Mortgaged Properties securing the Residence Inn Portfolio #1 Loans was approximately 79.4%. LOCK BOX ACCOUNT. The loan documents do not require a lockbox account. SUBSTITUTION. The borrower may substitute one or more of the Mortgaged Properties for properties of like kind and quality upon mortgagee consent and satisfaction of certain conditions set forth under the loan documents, including without limitation; (i) the satisfaction of certain loan-to-value and debt service coverage tests, (ii) the borrower provides an opinion of counsel that the proposed substitution will not adversely affect the REMIC status of the Trust Fund and (iii) a written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn. MANAGEMENT. Residence Inn by Marriott, Inc., a wholly owned subsidiary of Marriott International, Inc. ("Marriott"), is the property manager for the Mortgaged Properties securing the Residence Inn Portfolio #1 Loans. Marriott operates or franchises approximately 2,600 lodging properties located in 50 states, 63 countries and also manages 156 senior living communities across the United States. S-167 Tharaldson Pool I-A - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Countrywide CUT-OFF DATE BALANCE $57,844,828 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Gary Tharaldson TYPE OF SECURITY Fee MORTGAGE RATE 5.158% MATURITY DATE February 11, 2015 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/240 REMAINING TERM/AMORTIZATION 119/239 LOCKBOX Yes SHADOW RATING AA+/Baa1/BBB+ (S&P/MOODY'S/FITCH)(1) UP-FRONT RESERVES TAX Yes REPLACEMENT $280,000 ONGOING MONTHLY RESERVES TAX Yes REPLACEMENT(2) 4% FF&E ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $57,844,828 CUT-OFF DATE BALANCE/ROOM(3) $42,553 CUT-OFF DATE LTV 54.5% MATURITY DATE LTV 34.6% UW DSCR ON NCF 2.09x - -------------------------------------------------------------------------------- (1) S&P, Moody's and Fitch have confirmed that the Tharaldson Pool 1-A Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) Capped at 3 months. (3) Excludes balances for Mortgaged Properties which are leased fee interests. (4) The borrower has a fee interest in 25 Mortgaged Properties comprised of 27 limited service hotels. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES(4) 25 LOCATION Various PROPERTY TYPE Hospitality -- Limited Service SIZE (ROOMS) 1,095 OCCUPANCY AS OF NOVEMBER 30, 2004 74.3% YEAR BUILT/YEAR RENOVATED Various/Various APPRAISED VALUE $106,215,000 PROPERTY MANAGEMENT Tharaldson Property Management, Inc. UW ECONOMIC OCCUPANCY 75.0% UW REVENUES $26,269,457 UW TOTAL EXPENSES $16,537,369 UW NET OPERATING INCOME (NOI) $9,732,088 UW NET CASH FLOW (NCF) $9,732,088 - -------------------------------------------------------------------------------- S-168 - ------------------------------------------------------------------------------------------------------ THARALDSON POOL I-A SUMMARY - ------------------------------------------------------------------------------------------------------ CUT-OFF DATE YEAR YEAR NUMBER OF PROPERTY NAME BALANCE BUILT RENOVATED ROOMS - ------------------------------------------------------------------------------------------------------ Peoria Residence Inn $ 5,704,697 1998 2004 90 Westchase Homewood Suites 5,233,960 1998 2004 96 Toledo Homewood Suites 4,468,014 1997 NA 78 Woodlands Residence Inn 3,877,598 1997 2004 90 Lansing Residence Inn 3,710,048 1996 2004 78 Grand Rapids Homewood Suites 3,241,305 1997 2004 78 Sioux Falls Residence Inn 3,061,787 1994 NA 66 Houston Towneplace Suites 2,999,952 1998 2004 94 Waco Residence Inn 2,820,434 1997 NA 78 Woodlands Courtyard 2,820,434 1997 2004 90 Cedar Rapids Residence Inn 2,702,750 1996 2004 66 Sioux Falls Fairfield Inn 2,064,462 1993 2003 63 Lansing Fairfield Inn 2,004,622 1996 2004 64 Mankato Fairfield Inn 1,884,944 1997 2004 64 Leased Fee Interest -- Las Vegas Residence 1,735,345 NA NA NA Leased Fee Interest -- Montgomeryville Courtyard 1,396,254 NA NA NA Leased Fee Interest -- Las Vegas Courtyard 1,226,709 NA NA NA Leased Fee Interest -- Las Vegas Fairfield 1,226,709 NA NA NA Leased Fee Interest -- Las Vegas Holiday Inn Express 1,117,004 NA NA NA Leased Fee Interest -- Palmdale Residence & Courtyard 1,027,244 NA NA NA Leased Fee Interest -- Woodlands Residence #2 897,592 NA NA NA Leased Fee Interest -- Tulsa Residence & Springhill 797,860 NA NA NA Leased Fee Interest -- Cheektowaga Residence 777,913 NA NA NA Leased Fee Interest -- El Paso Residence Inn 598,395 NA NA NA Leased Fee Interest -- Willowbrook Residence 448,796 NA NA NA ------------ ----- TOTAL $ 57,844,828 1,095 ============ ===== - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ CUT-OFF DATE BALANCE APPRAISED APPRAISED PROPERTY NAME PER ROOM(1) OCCUPANCY(2) UW NCF VALUE VALUE PER ROOM - ------------------------------------------------------------------------------------------------------------------------------------ Peoria Residence Inn $ 63,386 86.3% $ 968,278 $ 9,900,000 $ 110,000 Westchase Homewood Suites $ 54,520 78.9% 983,738 10,300,000 $ 107,292 Toledo Homewood Suites $ 57,282 80.8% 699,548 7,600,000 $ 97,436 Woodlands Residence Inn $ 43,084 64.5% 718,707 8,000,000 $ 88,889 Lansing Residence Inn $ 47,565 75.2% 559,372 6,300,000 $ 80,769 Grand Rapids Homewood Suites $ 41,555 71.3% 487,710 5,500,000 $ 70,513 Sioux Falls Residence Inn $ 46,391 82.9% 591,257 5,200,000 $ 78,788 Houston Towneplace Suites $ 31,914 73.2% 568,143 6,500,000 $ 69,149 Waco Residence Inn $ 36,159 80.4% 745,412 6,100,000 $ 78,205 Woodlands Courtyard $ 31,338 65.3% 496,048 6,300,000 $ 70,000 Cedar Rapids Residence Inn $ 40,951 82.9% 499,223 4,800,000 $ 72,727 Sioux Falls Fairfield Inn $ 32,769 71.1% 339,119 3,500,000 $ 55,556 Lansing Fairfield Inn $ 31,322 61.6% 255,862 3,400,000 $ 53,125 Mankato Fairfield Inn $ 29,452 63.5% 319,180 3,300,000 $ 51,563 Leased Fee Interest -- Las Vegas Residence NA NA 238,933 3,100,000 NA Leased Fee Interest -- Montgomeryville Courtyard NA NA 193,500 2,200,000 NA Leased Fee Interest -- Las Vegas Courtyard NA NA 166,290 2,200,000 NA Leased Fee Interest -- Las Vegas Fairfield NA NA 166,290 2,200,000 NA Leased Fee Interest -- Las Vegas Holiday Inn Express NA NA 150,536 2,000,000 NA Leased Fee Interest -- Palmdale Residence & Courtyard NA NA 72,000 1,835,000 NA Leased Fee Interest -- Woodlands Residence #2 NA NA 115,500 1,500,000 NA Leased Fee Interest -- Tulsa Residence & Springhill NA NA 143,600 1,420,000 NA Leased Fee Interest -- Cheektowaga Residence NA NA 108,000 1,200,000 NA Leased Fee Interest -- El Paso Residence Inn NA NA 82,842 1,060,000 NA Leased Fee Interest -- Willowbrook Residence NA NA 63,000 800,000 NA ---------- ------------- $ 79,178 TOTAL $ 42,553 74.3% $9,732,088 $ 106,215,000 ========== ============= - ------------------------------------------------------------------------------------------------------------------------------------ (1) Excludes balances for Mortgaged Properties which are leased fee interest. (2) As of November 30, 2004. S-169 - ------------------------------------------------------------------------------------------------ THARALDSON POOL I-A SUMMARY - ------------------------------------------------------------------------------------------------ CUT-OFF DATE 2002 2003 PROPERTY NAME BALANCE REVPAR REVPAR - ------------------------------------------------------------------------------------------------ Peoria Residence Inn $ 5,704,697 $ 69.09 $ 70.73 Westchase Homewood Suites 5,233,960 $ 75.58 $ 72.75 Toledo Homewood Suites 4,468,014 $ 65.88 $ 62.20 Woodlands Residence Inn 3,877,598 $ 76.23 $ 47.83 Lansing Residence Inn 3,710,048 $ 62.43 $ 61.26 Grand Rapids Homewood Suites 3,241,305 $ 58.30 $ 58.61 Sioux Falls Residence Inn 3,061,787 $ 63.41 $ 67.55 Houston Towneplace Suites 2,999,952 $ 50.60 $ 43.35 Waco Residence Inn 2,820,434 $ 66.72 $ 69.16 Woodlands Courtyard 2,820,434 $ 63.94 $ 44.20 Cedar Rapids Residence Inn 2,702,750 $ 64.64 $ 66.79 Sioux Falls Fairfield Inn 2,064,462 $ 44.94 $ 44.88 Lansing Fairfield Inn 2,004,622 $ 42.95 $ 41.86 Mankato Fairfield Inn 1,884,944 $ 42.57 $ 35.76 Leased Fee Interest -- Las Vegas Residence 1,735,345 NA NA Leased Fee Interest -- Montgomeryville Courtyard 1,396,254 NA NA Leased Fee Interest -- Las Vegas Courtyard 1,226,709 NA NA Leased Fee Interest -- Las Vegas Fairfield 1,226,709 NA NA Leased Fee Interest -- Las Vegas Holiday Inn Express 1,117,004 NA NA Leased Fee Interest -- Palmdale Residence & Courtyard 1,027,244 NA NA Leased Fee Interest -- Woodlands Residence #2 897,592 NA NA Leased Fee Interest -- Tulsa Residence & Springhill 797,860 NA NA Leased Fee Interest -- Cheektowaga Residence 777,913 NA NA Leased Fee Interest -- El Paso Residence Inn 598,395 NA NA Leased Fee Interest -- Willowbrook Residence 448,796 NA NA ------------ TOTAL $ 57,844,828 $ 61.52 $ 56.59 ============ - ------------------------------------------------------------------------------------------------ - --------------------------------------------------------------------------------------------------------- TTM PROPERTY NAME REVPAR UW OCC UW ADR UW REVPAR - --------------------------------------------------------------------------------------------------------- Peoria Residence Inn $ 76.20 85.0% $ 90.48 $ 76.91 Westchase Homewood Suites $ 75.25 79.0% $ 96.44 $ 76.19 Toledo Homewood Suites $ 66.54 81.3% $ 83.00 $ 67.23 Woodlands Residence Inn $ 56.58 67.0% $ 89.42 $ 59.91 Lansing Residence Inn $ 58.84 76.0% $ 79.30 $ 60.27 Grand Rapids Homewood Suites $ 57.76 72.5% $ 83.94 $ 60.82 Sioux Falls Residence Inn $ 67.52 83.4% $ 82.00 $ 68.06 Houston Towneplace Suites $ 46.25 74.6% $ 64.02 $ 47.78 Waco Residence Inn $ 69.72 81.0% $ 88.00 $ 71.28 Woodlands Courtyard $ 51.31 67.0% $ 78.81 $ 52.80 Cedar Rapids Residence Inn $ 66.83 81.0% $ 83.06 $ 67.28 Sioux Falls Fairfield Inn $ 43.05 71.7% $ 62.67 $ 44.90 Lansing Fairfield Inn $ 39.09 63.0% $ 64.00 $ 40.32 Mankato Fairfield Inn $ 40.68 66.0% $ 63.91 $ 42.18 Leased Fee Interest -- Las Vegas Residence NA NA NA NA Leased Fee Interest -- Montgomeryville Courtyard NA NA NA NA Leased Fee Interest -- Las Vegas Courtyard NA NA NA NA Leased Fee Interest -- Las Vegas Fairfield NA NA NA NA Leased Fee Interest -- Las Vegas Holiday Inn Express NA NA NA NA Leased Fee Interest -- Palmdale Residence & Courtyard NA NA NA NA Leased Fee Interest -- Woodlands Residence #2 NA NA NA NA Leased Fee Interest -- Tulsa Residence & Springhill NA NA NA NA Leased Fee Interest -- Cheektowaga Residence NA NA NA NA Leased Fee Interest -- El Paso Residence Inn NA NA NA NA Leased Fee Interest -- Willowbrook Residence NA NA NA NA TOTAL $ 58.95 75.0% $ 80.05 $ 60.42 - --------------------------------------------------------------------------------------------------------- S-170 THE LOAN. The Mortgage Loan ("Tharaldson Pool I-A Loan") is secured by the fee interest in 25 Mortgaged Properties comprising 27 limited service hotels. With respect to 14 limited service hotels (the "Hotel Collateral"), the borrowers own the land and improvements. The Mortgaged Properties making up the Hotel Collateral are located in Arizona (1 Mortgaged Property), Iowa (1 Mortgaged Property), Michigan (3 Mortgaged Properties), Minnesota (1 Mortgaged Property), Ohio (1 Mortgaged Property), South Dakota (2 Mortgaged Properties) and Texas (5 Mortgaged Properties). With respect to 12 limited service hotels, the borrowers own only the land, and with respect to 1 limited service hotel, the payment guarantor of the Tharaldson Pool I-A Loan owns only the land (collectively, the "Ground Lease Collateral"). The Ground Lease Collateral is ground leased to the borrowers under the Tharaldson Pool I-B Loan (loan number 3), which are affiliates of the borrowers and the payment guarantor of the Tharaldson Pool I-A Loan. The Mortgaged Properties making up the Ground Lease Collateral are located in Nevada (4 Mortgaged Properties), Texas (3 Mortgaged Properties), California (2 Mortgaged Properties), Oklahoma (2 Mortgaged Properties), New York (1 Mortgaged Property) and Pennsylvania (1 Mortgaged Property). The Tharaldson Pool I-A Loan represents approximately 2.1% of the Cut-Off Balance. The Tharaldson Pool I-A Loan was originated on January 31, 2005, and has an aggregate principal balance as of the Cut-Off Date of $57,844,828. The Tharaldson Pool I-A Loan has a remaining term of 119 months and matures on February 11, 2015. The Tharaldson Pool I-A Loan may be prepaid on or after November 11, 2014, and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWERS AND THE PAYMENT GUARANTOR. The borrowers consist of 13 special purpose entities which individually own the Hotel Collateral, and 1 special purpose entity which owns the underlying fee interest in all 10 parcels (consisting of 12 limited service hotels) comprising the majority of the Ground Lease Collateral. Tharaldson Asset Management, Inc., the payment guarantor, is not a special purpose entity. The payment guarantor owns the underlying fee interest in 1 parcel (consisting of the limited service hotel located in Pennsylvania) comprising the remainder of the Ground Lease Collateral. The payment guarantor guaranteed the borrowers' payment of the Tharaldson Pool I-A Loan subject to certain non-recourse carve outs and exculpation clauses, and the guaranty is limited to the guarantor's ownership fee interest in the Pennsylvania property. Each of the borrowers and the payment guarantor is directly or indirectly 100% owned by Tharaldson Motels, Inc. ("TMI"). TMI is majority-owned by the Tharaldson Motels, Inc. Employee Stock Option Plan and Trust. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the Tharaldson Pool I-A Loan. The sponsor of the borrowers is Gary Tharaldson, founder and president of TMI, which builds and operates hotels across the country. Tharaldson Property Management, Inc. ("TPM"), is a subsidiary of TMI and operates over 355 hotels in 36 states. THE PROPERTIES. The Hotel Collateral consists of 14 hotels containing, in the aggregate, 1,095 rooms, and the Ground Lease Collateral consists of 13 hotels containing, in the aggregate, 1,436 rooms. The 25 Mortgaged Properties are located in 12 states throughout the United States. As of November 30, 2004, the year-to-date occupancy rate for the Mortgaged Properties securing the Tharaldson Pool I-A Loans was approximately 74.3%. LOCK BOX ACCOUNT. All revenue with respect to the Mortgaged Properties (including credit card receivables) will be deposited into a mortgagee designated lockbox account and swept to the borrowers' account until a trigger event occurs. SUBSTITUTION. The borrower may substitute one or more of the Mortgaged Properties with properties of like kind and quality upon satisfaction of certain conditions set forth under the loan documents, including without limitation: (i) the satisfaction of certain loan-to value and debt service coverage tests, (ii) no substitute property may be located in the greater metropolitan areas of Houston, Texas, the Woodlands, Texas, or Las Vegas, Nevada and (iii) a written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn. RELEASES. With respect to 2 Mortgaged Properties with an allocated loan amount of $3,061,787 and $2,064,462, respectively, a third party has an option to purchase the Mortgaged Properties (at a price equal to the applicable borrower's cost of land, improvements and personal property less straight line depreciation and in the case of a casualty, less the insurance proceeds received as a result of the such casualty) if one of the following events occurs: (i) the borrower changes the use of the Mortgaged Property (for example, as a 78-unit Courtyard by Marriott, or as a 63-unit Fairfield Inn, as applicable, to the related Mortgaged Property), (ii) the borrower closes the business being operated on the Mortgaged Property for more than 90 days, or (iii) the improvements are destroyed by fire or other casualty and are not restored within 1 year from the date of such destruction. The title insurance policies covering these Mortgaged Properties insure the mortgagee for any losses in connection with the exercise of such options. If S-171 the option is triggered, the borrower may (x) partially defease the Mortgage Loan in an amount equal to 125% of the allocated loan amount for the Mortgaged Property being released, if such defeasance otherwise meets the conditions under the Mortgage Loan documents, or (y) substitute another mortgaged property for such Mortgage Property (in accordance with the terms of the Mortgage Loan documents). If the borrower does not either partially defease the Mortgage Loan or substitute the Mortgaged Property (in accordance with the Mortgage Loan documents), the borrower will be in default under the Mortgage Loan documents. Nevertheless, the Mortgage Loan will not be declared in default if (A) certain debt service coverage and loan-to-value tests are met (taking into account proceeds received from the sale to the third party and any additional cash received from the borrower and (B) such proceeds equal at least 100% of the allocated loan amount of the related Mortgaged Property. In that case, such proceeds will be held in escrow as additional collateral for the Mortgage Loan. MANAGEMENT. TPM is the property manager for each of the Mortgaged Properties securing the Tharaldson Pool I-A Loan. TPM manages approximately 355 limited service hotels in 36 states including the Mortgaged Properties and has been managing limited service hotels since 1982. LITIGATION. The Tharaldson Pool I-A Loan is subject to certain pending litigation as described in the preliminary prospectus supplement under "RISK FACTORS--Litigation May Have Adverse Effect on Borrowers". S-172 MetroPlace III & IV - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $55,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.0% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR GE Pension Fund and Coakley Family Trust TYPE OF SECURITY Fee MORTGAGE RATE 5.210% MATURITY DATE January 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 118/360 LOCKBOX None UP-FRONT RESERVES OTHER* $1,574,654 ONGOING MONTHLY RESERVES REPLACEMENT Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $55,000,000 CUT-OFF DATE BALANCE/SF $162 CUT-OFF DATE LTV 64.6% MATURITY DATE LTV 56.2% UW DSCR ON NCF 1.53x - -------------------------------------------------------------------------------- * Escrowed at closing, these funds represent the free rent for recently signed tenants. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Fairfax, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 339,800 OCCUPANCY AS OF FEBRUARY 2, 2005 72.0% YEAR BUILT/YEAR RENOVATED 2001/NA APPRAISED VALUE $85,100,000 PROPERTY MANAGEMENT Polinger Company UW ECONOMIC OCCUPANCY 90.0% UW REVENUES $8,393,688 UW TOTAL EXPENSES $2,649,259 UW NET OPERATING INCOME (NOI) $5,744,429 UW NET CASH FLOW (NCF) $5,556,114 - -------------------------------------------------------------------------------- S-173 - -------------------------------------------------------------------------------- TENANT SUMMARY - -------------------------------------------------------------------------------- NET % OF NET RATINGS* RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - -------------------------------------------------------------------------------- GSA (INS) ........................ Aaa/AAA/AAA 93,817 27.6% GSA (DEA) ........................ Aaa/AAA/AAA 70,626 20.8 Management Systems Designers ..... NR/NR/NR 44,844 13.2 SiloSmashers, Inc. ............... NR/NR/NR 35,400 10.4 Vacant ........................... 95,113 28.0 ------ ----- TOTAL ............................ 339,800 100.0% ======= ===== - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------ % OF ACTUAL ACTUAL TENANT RENT PSF ACTUAL RENT RENT DATE OF LEASE EXPIRATION - ------------------------------------------------------------------------------------------------ GSA (INS) ........................ $ 27.63 $2,592,185 38.7% February 2014 GSA (DEA) ........................ $ 27.44 1,937,977 28.9 February 2015 Management Systems Designers ..... $ 27.00 1,210,788 18.1 January 2013 SiloSmashers, Inc. ............... $ 27.00 955,800 14.3 October 2014 Vacant ........................... 0 0.0 ---------- ----- TOTAL ............................ $6,696,750 100.0% ========== ===== - ------------------------------------------------------------------------------------------------ * 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* - ----------------------------------------------------------------------------------------------------------------------- 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 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2009 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2010 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2011 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2012 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2013 1 $ 27.00 44,844 13.2% 13.2% 18.1% 18.1% 2014 4 $ 27.46 129,217 38.0% 51.2% 53.0% 71.1% 2015 1 $ 27.44 70,626 20.8% 72.0% 28.9% 100.0% Thereafter 0 $ 0.00 0 0.0% 72.0% 0.0% 100.0% Vacant 0 N/A 95,113 28.0% 100.0% 0.0% 100.0% - ----------------------------------------------------------------------------------------------------------------------- * Calculated based on the approximate square footage occupied by each tenant. S-174 THE LOAN. The Mortgage Loan (the "MetroPlace III & IV Loan") is secured by a first deed of trust encumbering an office building located in Fairfax, Virginia. The MetroPlace III & IV Loan represents approximately 2.0% of the Cut-Off Date Pool Balance. The MetroPlace III & IV Loan was originated on December 29, 2004, and has a principal balance as of the Cut-Off Date of $55,000,000. The MetroPlace III & IV Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The MetroPlace III & IV Loan has a remaining term of 118 months, and matures on January 11, 2015. The MetroPlace III & IV Loan may be prepaid on or after November 11, 2014, and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrower is Prosperity Metro Plaza of Virginia, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the MetroPlace III & IV Loan. The sponsors are the GE Pension Fund and the Coakley Family Trust. The GE Pension Fund is managed by GE Asset Management Incorporated, an investment management firm managing over $180 billion in assets with more than 200 clients. The Coakley Family owns the C.J. Coakley Company, Inc., one of the largest commercial interior construction contractors in the Washington area and among the top twenty in the country. THE PROPERTY. The Mortgaged Property is an approximately 339,800 square foot office building situated on approximately 3.5 acres. The Mortgaged Property was constructed in 2001. The Mortgaged Property is located in Fairfax, Virginia, within the Washington-Baltimore, DC-MD-VA metropolitan statistical area. As of February 2, 2005, the occupancy rate for the Mortgaged Property securing the MetroPlace III & IV Loan was approximately 72.0%. The largest tenant is the U.S. Government -- U.S. Immigration and Naturalization Service ("GSA-INS"). The GSA-INS occupies approximately 93,817 square feet, or approximately 27.6% of the net rentable area. The GSA-INS directs individuals through the U.S. citizenship process. As of February 15, 2005, the GSA-INS was rated "Aaa" (Moody's), "AAA" (S&P) and "AAA" (Fitch). The GSA-INS lease expires in February 2014. The second largest tenant is the U.S. Government -- U.S. Drug Enforcement Administration ("GSA-DEA") occupying approximately 70,626 square feet, or approximately 20.8% of the net rentable area. The GSA-DEA enforces the controlled substances laws and regulations of the United States. As of February 15, 2005, the GSA-DEA was rated "Aaa" (Moody's), "AAA" (S&P) and "AAA" (Fitch). The GSA-DEA lease expires in February 2015. The third largest tenant is Management Systems Designers ("MSD"), occupying approximately 44,844 square feet, or approximately 13.2% of the net rentable area. MSD is a leading information technology services provider, which has provided IT solutions to Federal Government clients for more than 24 years. The MSD lease expires in January 2013. LOCK BOX ACCOUNT. The loan documents do not require a lock box account. MANAGEMENT. Polinger Company is the property manager for the Mortgaged Property securing the MetroPlace III & IV Loan. Polinger Company provides property management services for approximately 5 million square feet of commercial space in the Washington, DC area. S-175 1001 Connecticut Avenue & 1701 K Street - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $53,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Charles A. Gravely TYPE OF SECURITY Fee MORTGAGE RATE 5.060% MATURITY DATE February 11, 2012 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 24 ORIGINAL TERM/AMORTIZATION 84/360 REMAINING TERM/AMORTIZATION 83/360 LOCKBOX None UP-FRONT RESERVES ENGINEERING $6,250 TI/LC $500,000 HOLDBACK RESERVE(1) $3,000,000 ONGOING MONTHLY RESERVES TAX Yes REPLACEMENT $3,823 TI/LC(2) Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $53,000,000 CUT-OFF DATE BALANCE/SF $242 CUT-OFF DATE LTV 77.9% MATURITY DATE LTV 71.9% UW DSCR ON NCF 1.27x - -------------------------------------------------------------------------------- (1) Escrowed at closing, and to be held until the base rental collections from the property equal $569,000/month. The borrower will qualify for partial release of the escrow, in the amount of $1.5 million, upon the achievement of $561,000/month in base rental collections. (2) If the TI/LC reserve drops below the initial $500,000 due to the use of such funds for tenant improvements and leasing commissions, the borrower is required to escrow up to $25,000 monthly to replace such funds until the reserve again equals $500,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Washington, DC PROPERTY TYPE Office -- CBD SIZE (SF) 219,029 OCCUPANCY AS OF JANUARY 18, 2005 88.2% YEAR BUILT/YEAR RENOVATED 1953/2001 APPRAISED VALUE $68,000,000 PROPERTY MANAGEMENT Zuckerman Gravely Management, Inc. UW ECONOMIC OCCUPANCY 93.0% UW REVENUES $7,200,789 UW TOTAL EXPENSES $2,366,204 UW NET OPERATING INCOME (NOI) $4,834,585 UW NET CASH FLOW (NCF) $4,357,037 - -------------------------------------------------------------------------------- S-176 - ------------------------------------------------------------------------------------ TENANT SUMMARY - ------------------------------------------------------------------------------------ NET % OF NET RATINGS RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------------------------------------------------------ Down Under/Bravo Bravo .................. NR/NR/NR 9,107 4.2% Dress Barn .............................. NR/NR/NR 9,056 4.1 Competitive Enterprise Institute ........ NR/NR/NR 8,971 4.1 Callahan & Associates ................... NR/NR/NR 7,052 3.2 ACEEE ................................... NR/NR/NR 6,128 2.8 Non-major tenants ....................... 152,769 69.7 Vacant .................................. 25,946 11.8 ------- ----- TOTAL ................................... 219,029 100.0% ======= ===== - ------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------------------- % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------------------------------------------------------------------- Down Under/Bravo Bravo .................. $ 24.36 $ 221,847 3.4% March 2009 Dress Barn .............................. $ 53.23 482,053 7.3 Multiple Spaces* Competitive Enterprise Institute ........ $ 32.87 294,877 4.5 November 2008 Callahan & Associates ................... $ 33.42 235,678 3.6 June 2008 ACEEE ................................... $ 35.31 216,354 3.3 May 2008 Non-major tenants ....................... $ 33.74 5,154,940 78.0 Vacant .................................. 0 0.0 ----------- ----- TOTAL ................................... $ 6,605,749 100.0% =========== ===== - ----------------------------------------------------------------------------------------------- * Under the terms of multiple leases, 4,701 square feet expire in December 2008, and 4,355 square feet expire in June 2009. - -------------------------------------------------------------------------------------------------------------------- LEASE EXPIRATION SCHEDULE - -------------------------------------------------------------------------------------------------------------------- WA BASE CUMULATIVE % # OF LEASES RENT/SF TOTAL SF % OF TOTAL SF CUMULATIVE % % OF ACTUAL OF ACTUAL RENT YEAR ROLLING ROLLING ROLLING ROLLING* OF SF ROLLING* RENT ROLLING* ROLLING* - -------------------------------------------------------------------------------------------------------------------- 2005 10 $ 33.08 12,191 5.6% 5.6% 6.1% 6.1% 2006 24 $ 35.95 33,119 15.1% 20.7% 18.0% 24.1% 2007 25 $ 34.00 33,471 15.3% 36.0% 17.2% 41.4% 2008 28 $ 35.14 64,136 29.3% 65.3% 34.1% 75.5% 2009 12 $ 30.89 34,326 15.7% 80.9% 16.1% 91.5% 2010 4 $ 32.48 10,955 5.0% 85.9% 5.4% 96.9% 2011 0 $ 0.00 0 0.0% 85.9% 0.0% 96.9% 2012 2 $ 41.82 4,885 2.2% 88.2% 3.1% 100.0% 2013 0 $ 0.00 0 0.0% 88.2% 0.0% 100.0% 2014 0 $ 0.00 0 0.0% 88.2% 0.0% 100.0% 2015 0 $ 0.00 0 0.0% 88.2% 0.0% 100.0% Thereafter 0 $ 0.00 0 0.0% 88.2% 0.0% 100.0% Vacant 0 NA 25,946 11.8% 100.0% 0.0% 100.0% - -------------------------------------------------------------------------------------------------------------------- * Calculated based on the approximate square footage occupied by each tenant. S-177 THE LOAN. The Mortgage Loan (the "1001 Connecticut Avenue & 1701 K Street Loan") is secured by a first deed of trust encumbering an office building located in Washington, DC. The 1001 Connecticut Avenue & 1701 K Street Loan represents approximately 1.9% of the Cut-Off Date Pool Balance. The 1001 Connecticut Avenue & 1701 K Street Loan was originated on February 8, 2005, and has a principal balance as of the Cut-Off Date of $53,000,000. The 1001 Connecticut Avenue & 1701 K Street Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. The 1001 Connecticut Avenue & 1701 K Street Loan has a remaining term of 83 months, and matures on February 11, 2012. The 1001 Connecticut Avenue & 1701 K Street Loan may be prepaid on or after December 11, 2011, and permits defeasance with United States government obligations beginning two years after the Closing Date. THE BORROWER. The borrowers are 1001 Connecticut, LLC and 1701 K, LLC, each a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1001 Connecticut Avenue & 1701 K Street Loan. The sponsor of the borrowers is Charles A. Gravely, a principal in Zuckerman-Gravely Development. Zuckerman Gravely Development and its affiliates currently own 1.3 million square feet of commercial space and have developed over two million square feet of office space in the Washington, DC area. THE PROPERTY. The Mortgaged Property is an approximately 219,029 square foot office building situated on approximately 0.4 acres. The Mortgaged Property was constructed in 1953 and renovated in 2001. The Mortgaged Property is located in NW Washington, DC. As of January 18, 2005, the occupancy rate for the Mortgaged Property securing the 1001 Connecticut Avenue & 1701 K Street Loan was approximately 88.2%. The largest tenant is Down Under/Bravo Bravo occupying approximately 9,107 square feet, or approximately 4.2% of the net rentable area. Down Under/Bravo Bravo is a restaurant and nightclub. The Down Under/Bravo Bravo lease expires in March 2009. The second largest tenant is Dress Barn occupying approximately 9,056 square feet, or approximately 4.1% of the net rentable area. Dress Barn is a women's apparel specialty store, which offers career and casual fashion to the working woman. The Dress Barn lease expires in December 2008, with respect to 4,701 square feet, and in June 2009, with respect to 4,355 square feet. The third largest tenant is Competitive Enterprise Institute ("CEI"), occupying approximately 8,971 square feet, or approximately 4.1% of the net rentable area. CEI, founded in 1984, is a non-profit organization dedicated to the advancement of limited government and free enterprise. The CEI lease expires in November 2008. LOCK BOX ACCOUNT. The loan documents do not require a lock box account. MANAGEMENT. Zuckerman Gravely Management, Inc., an affiliate of the sponsors, is the property manager for the Mortgaged Property securing the 1001 Connecticut Avenue & 1701 K Street Loan. S-178 Eastmont Town Center - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Countrywide CUT-OFF DATE BALANCE $53,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Jack Sumski,Marilyn Sumski, and Jack andMarilyn Sumski 2004 Trust TYPE OF SECURITY Fee MORTGAGE RATE 6.240% MATURITY DATE February 11, 2015 AMORTIZATION TYPE Balloon INTEREST ONLY PERIOD 6 ORIGINAL TERM/AMORTIZATION 120/264 REMAINING TERM/AMORTIZATION(1) 119/264 LOCKBOX Yes UP-FRONT RESERVES OCCUPANCY(2) $4,200,000 ENGINEERING $2,500 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT(3) $12,167 TI/LC $31,500 OTHER(4) Yes ADDITIONAL FINANCING(5) None CUT-OFF DATE BALANCE $53,000,000 CUT-OFF DATE BALANCE/SF $90 CUT-OFF DATE LTV 71.1% MATURITY DATE LTV 52.3% UW DSCR ON NCF(6) 1.31x - -------------------------------------------------------------------------------- (1) The Mortgage Loan documents require amortization on a 22 year schedule as long as sufficient cash flow is available; however, the Mortgage Loan is not in payment default even if payments are made on a 30 year amortization schedule. At any time that the outstanding principal balance of the Mortgage Loan is higher than the balance would be on a 22 year amortization schedule, 100% of excess cash flow will be swept and applied to reduce the mortgage loan balance to the amount it would be had it amortized on a 22 year amortization schedule. (2) $4,200,000 was held back at closing to be released only for tenant improvements and leasing commissions associated with lender approved leases and subject to 1.25x DSCR and 75% LTV. (3) Capped at $125,000. (4) The Mortgage Loan documents require a sweep of all excess cash flow until certain related litigation has been resolved. (5) Future mezzanine debt permitted. (6) Calculated using a 22 year amortization schedule and assuming approval of the Alameda County Behavioral Health Care Services lease. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Oakland, CA PROPERTY TYPE Mixed Use -- Office/Retail SIZE (SF) 585,973 OCCUPANCY AS OF OCTOBER 12, 2004 87.5% YEAR BUILT/YEAR RENOVATED 1965/2004 APPRAISED VALUE $74,575,000 PROPERTY MANAGEMENT Eastmont Properties Company, LLC UW ECONOMIC OCCUPANCY 89.5% UW REVENUES $9,707,468 UW TOTAL EXPENSES $3,445,475 UW NET OPERATING INCOME (NOI) $6,261,993 UW NET CASH FLOW (NCF) $5,820,888 - -------------------------------------------------------------------------------- S-179 - ------------------------------------------------------------------------------------ TENANT SUMMARY - ------------------------------------------------------------------------------------ % OF NET RATINGS(1) NET RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------------------------------------------------------ Alameda County SSC ................... Aaa3/AAA/AAA 64,302 11.0% Oakland Police Precinct .............. Aaa3/AAA/AAA 64,000 10.9 County of Alameda Adult and Aging..... Aaa3/AAA/AAA 55,000 9.4 Alameda County Behavioral Health Care Services(2) ................... Aaa3/AAA/AAA 44,000 7.5 Alameda County Wellness Center ....... Aaa3/AAA/AAA 36,995 6.3 Non-Major tenants .................... 271,286 46.3 Vacant ............................... 50,390 8.6 ------- ----- TOTAL ................................ 585,973 100.0% ======= ===== - ------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------- % OF ACTUAL RENT ACTUAL DATE OF LEASE TENANT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------------------------------------------------------------------- Alameda County SSC ................... $ 16.77 $1,078,282 12.8% November 2014 Oakland Police Precinct .............. $ 9.00 576,000 6.8 December 2022 County of Alameda Adult and Aging..... $ 21.82 1,200,000 14.3 October 2023 Alameda County Behavioral Health Care Services(2) ................... $ 21.00 924,000 11.0 December 2020 Alameda County Wellness Center ....... $ 16.32 603,758 7.2 March 2018 Non-Major tenants .................... $ 14.89 4,038,538 48.0 Vacant ............................... 0 0.0 ---------- ----- TOTAL ................................ $8,420,578 100.0% ========== ===== - -------------------------------------------------------------------------------------------- (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) The borrower has a lease out for signature with Alameda County Behavioral Health Care Services for approximately 44,000 square feet at rent of $1.75 psf per month which equates to $924,000 annually for 15 years with an occupancy date of January 2006. The estimated landlord buildout for this space is equal to $3,000,000 for which lender will release part of the $4,200,000 holdback. S-180 Great Wolf Resorts Pool - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Citigroup CUT-OFF DATE BALANCE $49,843,594 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.8% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR GWR Operating Partnership, L.L.L.P., Great Wolf Resorts, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.835% MATURITY DATE January 11, 2015 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/300 REMAINING TERM/AMORTIZATION 118/298 LOCKBOX Yes SHADOW RATING (S&P/MOODY'S/FITCH)(1) AAA/Aa3/AA- UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $62,350 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes FF&E(2) Springing ADDITIONAL FINANCING Subordinate Debt $24,950,434 WHOLE MORTGAGE TRUST ASSET LOAN ---------------- ----------- CUT-OFF DATE BALANCE $49,843,594 $74,794,028 CUT-OFF DATE BALANCE/ROOM $88,690 $133,085 CUT-OFF DATE LTV 42.0% 63.0% MATURITY DATE LTV 32.4% 50.4% UW DSCR ON NCF 3.08x 1.84x - -------------------------------------------------------------------------------- (1) S&P, Moody's and Fitch have confirmed that the Great Wolf Resorts Pool Loan has, in the context of its inclusion in the trust, credit characteristics consistent with an investment grade obligation. (2) Upon the occurrence of certain trigger events, the borrower is required to deposit 3.0% (during years 2-5 of the loan) or 3.5% (years 5 and thereafter of the loan) of Gross Revenues (as defined in the mortgage loan documents) into an FF&E account. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 2 LOCATION Traverse City, MI & Kansas City, KS PROPERTY TYPE Hospitality -- Full Service SIZE (ROOMS) 562 OCCUPANCY AS OF AUGUST 31, 2004 63.6% YEAR BUILT 2003 (Traverse City, MI) 2002 (Kansas City, KS) APPRAISED VALUE $118,700,000 PROPERTY MANAGEMENT Great Lakes Services, LLC UW ECONOMIC OCCUPANCY 67.0% UW REVENUES $41,699,767 UW TOTAL EXPENSES $28,324,071 UW NET OPERATING INCOME (NOI) $13,375,696 UW NET CASH FLOW (NCF) $11,707,706 - -------------------------------------------------------------------------------- S-181 - -------------------------------------------------------------------------------- GREAT WOLF RESORT -- TRAVERSE CITY, MI SUMMARY - -------------------------------------------------------------------------------- TYPES OF ROOMS NO. OF ROOMS - -------------------------------------------------------------------------------- Family Suite -- Double/Double .................... 163 Kid Cabin -- Bunk beds with Queen Bed ............ 38 Loft Suites -- Three Queen Beds .................. 16 Jacuzzi Suites ................................... 4 Kids Camp Suites ................................. 18 Majestic Bear Suites ............................. 12 Wolf Den Suites .................................. 30 ------- TOTAL .......................................... 281 ======= MEETING/BANQUET ROOMS SQUARE FEET - -------------------------------------------------------------------------------- Northwest Territory Conference Room .............. 2,400 Fallen Timbers Conference Rooms (two) ............ 1,520 Symposium Room ................................... 2,070 Eagles Landing Boardroom ......................... 510 ------- TOTAL .......................................... 6,500 ======= FOOD AND BEVERAGE SEATING - -------------------------------------------------------------------------------- Loose Moose ...................................... 120 Camp Critter ..................................... 135 Camp Critter Bar ................................. 16 Bear Claw Cafe ................................... 15 Waterpark Snack Bar .............................. 40 ------- TOTAL .......................................... 326 ======= - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GREAT WOLF RESORT -- KANSAS CITY, KS SUMMARY - -------------------------------------------------------------------------------- TYPES OF ROOMS NO. OF ROOMS - -------------------------------------------------------------------------------- Loft Suites ........................... 16 Majestic/Royal Bear Suites ............ 14 Kid Cabin Suites ...................... 42 Jacuzzi Suites ........................ 6 Family Suites ......................... 162 Kid Camp Suites ....................... 17 Wolf Den Suites ....................... 24 -------- TOTAL ............................... 281 ======== MEETING/BANQUET ROOMS SQUARE FEET - -------------------------------------------------------------------------------- Northwest Territory A ................. 840 Northwest Territory B ................. 1,260 Fallen Timber ......................... 1,680 -------- TOTAL ............................... 3,780 ======== FOOD AND BEVERAGE SEATING - -------------------------------------------------------------------------------- Camp Critter Bar & Grille ............. 220 Pizza Hut Express ..................... 0 Bear Claw Cafe ........................ 0 Waterpark Snack Bar ................... 0 -------- TOTAL ............................... 220 ======== - -------------------------------------------------------------------------------- S-182 Falchi Building - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $47,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Meyer Chetrit & Margaret Dolgin TYPE OF SECURITY Fee MORTGAGE RATE 5.800% MATURITY DATE March 11, 2010 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 60/360 REMAINING TERM/AMORTIZATION 60/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes TI/LC $1,500,000 MASTER LEASE(1) $1,200,000 ENGINEERING $224,125 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $10,645 TI/LC $15,968 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $47,000,000 CUT-OFF DATE BALANCE/SF $74 CUT-OFF DATE LTV 79.7% MATURITY DATE LTV 74.3% UW DSCR ON NCF 1.21x - -------------------------------------------------------------------------------- (1) Represents 2.5 years of the master lease obligations, with funds to be released to the TI/LC escrow as third party leases are signed, thus reducing the master lease obligation. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Long Island City, NY PROPERTY TYPE Mixed Use -- Office/Industrial SIZE (SF) 638,712 OCCUPANCY AS OF JANUARY 5, 2005 93.5% YEAR BUILT/YEAR RENOVATED 1922/1995 APPRAISED VALUE $59,000,000 PROPERTY MANAGEMENT KND Management Co. UW ECONOMIC OCCUPANCY 88.0% UW REVENUES $6,492,779 UW TOTAL EXPENSES $2,171,219 UW NET OPERATING INCOME (NOI) $4,321,560 UW NET CASH FLOW (NCF) $4,004,713 - -------------------------------------------------------------------------------- S-183 - ---------------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------------- Aggregate Sales Inc. ......... NR/NR/NR 85,262 13.3% $ 5.78 $ 492,635 8.9% June 2006 A Touch of Class LTD ......... NR/NR/NR 70,067 11.0 $ 5.56 389,759 7.0 August 2018 Samuel Aaron ................. NR/NR/NR 67,789 10.6 $ 9.30 630,320 11.4 December 2009 Genal Strap/Vogue ............ NR/NR/NR 53,407 8.4 $ 7.20 384,468 6.9 December 2013 Dalow Industries ............. NR/NR/NR 40,595 6.4 $ 9.05 367,481 6.6 August 2013 Non-major tenants ............ 279,959 43.8 $ 11.71 3,278,864 59.1 Vacant ....................... 41,633 6.5 0 0.0 ------- ----- ----------- ----- TOTAL ........................ 638,712 100.0% $ 5,543,527 100.0% ======= ===== =========== ===== - ---------------------------------------------------------------------------------------------------------------------------- S-184 Gardner Tanenbaum Pool - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Countrywide CUT-OFF DATE BALANCE $43,200,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Justin C. Gardner; Richard I. Tanenbaum Fee and TYPE OF SECURITY Leasehold MORTGAGE RATE 5.460% MATURITY DATE March 11, 2015 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 120/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $65,625 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT(1) Yes TI/LC $22,456 ADDITIONAL FINANCING(2) None CUT-OFF DATE BALANCE $43,200,000 CUT-OFF DATE BALANCE/SF $40 CUT-OFF DATE LTV 76.6% MATURITY DATE LTV 63.9% UW DSCR ON NCF 1.40x - -------------------------------------------------------------------------------- (1) Funds escrowed monthly in the amount of $13,473 for loan years 1-3 and $4,491 for loan years 4-10. (2) Future mezzanine debt permitted. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 8 LOCATION Oklahoma PROPERTY TYPE Industrial -- Warehouse/Flex SIZE (SF) 1,077,873 OCCUPANCY AS OF DECEMBER 31, 2004 94.9% YEAR BUILT/YEAR RENOVATED Various/Various APPRAISED VALUE $56,400,000 PROPERTY MANAGEMENT Gar-Tan Management, LLC UW ECONOMIC OCCUPANCY 88.9% UW REVENUES $5,216,504 UW TOTAL EXPENSES $792,912 UW NET OPERATING INCOME (NOI) $4,423,592 UW NET CASH FLOW (NCF) $4,105,095 - -------------------------------------------------------------------------------- S-185 - -------------------------------------------------------------------------------- TENANT SUMMARY - -------------------------------------------------------------------------------- NET % OF NET RATINGS(1) RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - -------------------------------------------------------------------------------- ARINC, Inc. ....................... NR/NR/NR 174,145 16.2% Manco Inc.(3) ..................... A2/A-/NR 219,900 20.4 IMAX Corporation(4)(5) ............ NR/NR/NR 200,000 18.6 L3 Communications Corporation ..... Ba3/BB+/CCC- 32,000 3.0 Simplex Grinnell LP(6) ............ Baa2/BBB-/BBB+ 25,000 2.3 Non-major tenants(5)(7) ........... NR/NR/NR 426,828 39.6 Vacant ............................ 0 0.0 ------- ----- TOTAL ............................. 1,077,873 100.0% ========= ===== - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT(2) RENT EXPIRATION - -------------------------------------------------------------------------------------------------- ARINC, Inc. ....................... $ 8.63 $ 1,502,784 27.4% September 2012 Manco Inc.(3) ..................... $ 4.47 982.584 17.9 June 2005, August 2010 IMAX Corporation(4)(5) ............ $ 3.43 686,580 12.5 February 2014 L3 Communications Corporation ..... $ 15.01 480,324 8.8 August 2016 Simplex Grinnell LP(6) ............ $ 7.38 184,512 3.4 June 2010 Non-major tenants(5)(7) ........... $ 3.86 1,646,901 30.0 Vacant ............................ 0 0.0 ------------ ----- TOTAL ............................. $ 5,483,685 100.0% ============ ===== - -------------------------------------------------------------------------------------------------- (1) Certain ratings are those of the parent of the tenant whether or not the parent guarantees the lease. (2) The amortized capital expenditures were not included in the calculation of NCF. (3) Parent is Henkel Corporation. The tenant's ratings are based on the parent. Lease expiration on 153,900 SF (base lease) is August 2010. Lease expiration on 66,000 SF (expansion space) is June 2005. The Actual Rent collected on the tenant's base lease includes $99,696 for amortized capital expenditures that will be paid through August 2007. (4) Tenant's Actual Rent includes $6,588 for amortized capital expenditures that will be paid through the term of the tenant's lease. (5) During the term of the lease the tenant has (and with respect to the non-major tenants, certain of the non-major tenants have) a termination option. (6) Parent is Tyco International (US), Inc. The tenant's ratings are based on the parent. The Actual Rent includes $22,512 for amortized capital expenditures that will be paid through the term of the tenant's lease. (7) Actual Rent includes $225,495 for amortized capital expenditure payments that end at various months in 2008. S-186 Cabrillo Palisades - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $43,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Henry Manoucheri TYPE OF SECURITY Fee MORTGAGE RATE 5.570% MATURITY DATE February 11, 2010 AMORTIZATION TYPE(1) Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM/AMORTIZATION 60/IO REMAINING TERM/AMORTIZATION 59/IO LOCKBOX None UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $334,740 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $7,780 ADDITIONAL FINANCING(2) Subordinate Debt $8,000,000 WHOLE TRUST MORTGAGE ASSET LOAN ----------- ----------- CUT-OFF DATE BALANCE $43,000,000 $51,000,000 CUT-OFF DATE BALANCE/UNIT $116,531 $138,211 CUT-OFF DATE LTV 67.5% 80.0% MATURITY DATE LTV 67.5% 80.0% UW DSCR ON NCF 1.49x 1.26x - -------------------------------------------------------------------------------- (1) The loan is structured as interest only; however scheduled quarterly payments of principal in the amount of $526,960.78, will occur if the annualized net cash flow, as defined in the Mortgage, is less than $4,000,000 at the end of the 36th month of the loan term. In addition, if at the end of the 48th month of the loan term, the annualized net cash flow is less than $4,300,000, these quarterly principal payments of $526,960.78 will continue for the final year of the loan term. (2) In addition to the $8,000,000 B note, South Charles Investment Corporation funded $14,080,000 of preferred equity, which is secured by a first priority pledge and security interest in 100% of the membership interests of the borrowing entity. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION San Diego, CA PROPERTY TYPE Multifamily -- Conventional SIZE (UNITS) 369 OCCUPANCY AS OF DECEMBER 22, 2004 93.5% YEAR BUILT/YEAR RENOVATED 1959/NA APPRAISED VALUE $63,750,000 PROPERTY MANAGEMENT Global Integrity Realty Corporation UW ECONOMIC OCCUPANCY 96.0% UW REVENUES $5,682,368 UW TOTAL EXPENSES $2,015,187 UW NET OPERATING INCOME (NOI) $3,667,181 UW NET CASH FLOW (NCF) $3,573,824 - -------------------------------------------------------------------------------- S-187 - ------------------------------------------------------------------------------------------------------ UNIT MIX - ------------------------------------------------------------------------------------------------------ NO. OF APPROXIMATE APPROXIMATE UNIT MIX UNITS UNIT SIZE (SF) NRA (SF) % OF NRA RENTAL RATE - ------------------------------------------------------------------------------------------------------ 2 BR/1.5 BA ......... 266 950 252,700 68.6% $1,187 3 BR/1.5 BA ......... 103 1,125 115,875 31.4 $1,479 --- ------- ----- TOTAL ............... 369 999 368,575 100.0% $1,269/$1.27/SF === ======= ===== - ------------------------------------------------------------------------------------------------------ S-188 201 West Madison - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Countrywide CUT-OFF DATE BALANCE $42,440,495 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Syndicated Equities Corporation; John W. Hammerschlag; Richard Kaplan TYPE OF SECURITY Fee and Leasehold MORTGAGE RATE 5.500% MATURITY DATE February 11, 2015 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 120/360 REMAINING TERM/AMORTIZATION 119/359 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes REPLACEMENT $618,750 TI/LC(1) $125,000 ENGINEERING $31,250 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT(2) $3,500 TI/LC(3) $286 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $42,440,495 CUT-OFF DATE BALANCE/SF $110 CUT-OFF DATE LTV 74.6% MATURITY DATE LTV 62.4% UW DSCR ON NCF 1.38x - -------------------------------------------------------------------------------- (1) Escrowed for tenant improvement allowances for the Office Max lease. (2) Funds are escrowed only if the reserve balance falls below $100,000. (3) Increased to $1,898 monthly if Walgreens does not renew its lease by May 2012. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Chicago, IL PROPERTY TYPE Special Purpose -- Parking Garage/Retail SIZE (SF) 385,310 OCCUPANCY NA YEAR BUILT/YEAR RENOVATED 1998/NA APPRAISED VALUE $56,900,000 PROPERTY MANAGEMENT Imperial Parking (U.S.), Inc. UW ECONOMIC OCCUPANCY 85.4% UW REVENUES $6,467,888 UW TOTAL EXPENSES $2,427,615 UW NET OPERATING INCOME (NOI) $4,040,273 UW NET CASH FLOW (NCF) $3,998,314 - -------------------------------------------------------------------------------- S-189 - ------------------------------------------------------------------------ TENANT SUMMARY - ------------------------------------------------------------------------ % OF NET RATINGS(1) NET RENTABLE RENTABLE TENANT SUMMARY MOODY'S/S&P/FITCH AREA SF AREA - ------------------------------------------------------------------------ Parking Garage(2) ........ NR/NR/NR 365,998 95.0% Walgreens ................ Aa3/A+/NR 12,150 3.2 Office Max ............... Ba1/BB/NR 3,363 0.9 Tahn/65 Restaurant ....... NR/NR/NR 1,760 0.5 AWAN/Dunkin Donuts ....... NR/NR/NR 1,733 0.4 Nextel ................... Ba3/BB+/BB+ 306 0.1 Non-Major tenants(3) ..... 0 0.0 Vacant ................... 0 0.0 ------- ----- TOTAL .................... 385,310 100.0% ======= ===== - ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------- % OF DATE OF LEASE TENANT SUMMARY RENT PSF(2) ACTUAL RENT(2) ACTUAL RENT(2) EXPIRATION - -------------------------------------------------------------------------------------------- Parking Garage(2) ........ $14.77 $5,406,715 86.1% N/A Walgreens ................ $38.50 467,775 7.4 April 2028 Office Max ............... $53.50 179,921 2.9 April 2012 Tahn/65 Restaurant ....... $55.00 96,800 1.5 March 2008 AWAN/Dunkin Donuts ....... $55.00 95,315 1.5 May 2012 Nextel ................... $62.41 19,097 0.3 December 2006 Non-Major tenants(3) ..... 17,400 0.3 Vacant ................... 0 0.0 ---------- ----- TOTAL .................... $16.31 $6,283,023 100.0% =========== ===== - -------------------------------------------------------------------------------------------- (1) Certain ratings are those of the parent of the tenant whether or not the parent guarantees the lease. (2) The parking garage figures are based on TTM revenues received from the operation of 1,108 parking spaces. (3) Includes both the LaSalle Bank lease for operation of an automated teller machine and the Metro Lights LLC lease for rights to advertise near the garage entrances and exits. S-190 One Fair Oaks - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $40,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Beacon Capital Strategic Partners III, L.P. TYPE OF SECURITY Fee MORTGAGE RATE 4.780% MATURITY DATE February 11, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD 60 ORIGINAL TERM/AMORTIZATION 60/IO REMAINING TERM/AMORTIZATION 59/IO LOCKBOX Yes UP-FRONT RESERVES None ONGOING MONTHLY RESERVES TAX AND INSURANCE Springing REPLACEMENT RESERVES Springing ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $40,000,000 CUT-OFF DATE BALANCE/SF $187 CUT-OFF DATE LTV 74.6% MATURITY DATE LTV 74.6% UW DSCR ON NCF 2.10x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Fairfax, VA PROPERTY TYPE Office -- Suburban SIZE (SF) 214,214 OCCUPANCY AS OF JANUARY 14, 2005 100.0% YEAR BUILT/YEAR RENOVATED 1987/NA APPRAISED VALUE $53,600,000 PROPERTY MANAGEMENT Beacon Capital Strategic Partners III Property Management, LLC UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $5,937,571 UW TOTAL EXPENSES $1,877,852 UW NET OPERATING INCOME (NOI) $4,059,718 UW NET CASH FLOW (NCF) $4,016,876 - -------------------------------------------------------------------------------- S-191 - ------------------------------------------------------------------------------------ TENANT SUMMARY - ------------------------------------------------------------------------------------ NET % OF NET RATINGS* RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------------------------------------------------------ CACI Enterprise Solutions, Inc. ......... NR/BB/NR 214,214 100.0% Vacant .................................. 0 0.0 ------- ----- TOTAL ................................... 214,214 100.0% ======= ===== - ------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------------------- ACTUAL % OF ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------------------------------------------------------------------------- CACI Enterprise Solutions, Inc. ......... $ 20.09 $ 4,303,559 100.0% December 2016 Vacant .................................. 0 0.0 ----------- ----- TOTAL ................................... $ 4,303,559 100.0% =========== ===== - ----------------------------------------------------------------------------------------------- * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-192 Cadbury Schweppes - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $36,000,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.3% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Caplease Credit LLC TYPE OF SECURITY Fee MORTGAGE RATE 5.260% MATURITY DATE March 11, 2015 AMORTIZATION TYPE ARD INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 120/344 REMAINING TERM/AMORTIZATION 120/344 LOCKBOX Yes UP-FRONT RESERVES INSURANCE Yes ENVIRONMENTAL(1) $500,000 RENT ESCROW(2) $11,500,000 ONGOING MONTHLY RESERVES ROLLOVER RESERVE Springing ADDITIONAL FINANCING Subordinate Debt $4,047,559 WHOLE TRUST ASSET MORTGAGE LOAN --------------------- ------------------ CUT-OFF DATE BALANCE $36,000,000 40,047,559 CUT-OFF DATE BALANCE/SF $241 $268 CUT-OFF DATE LTV 75.0% 83.4% MATURITY DATE LTV 62.7% 62.7% UW DSCR ON NCF 1.29x 1.02x - -------------------------------------------------------------------------------- (1) Reserve held due to the existence of USTs at the Mortgaged Property. All sums may be released upon satisfaction of certain terms as described in the escrow agreements including a no further action letter issued by the state. (2) Reserve to be held until the tenant commences paying full unabated rent. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Whippany, NJ PROPERTY TYPE Office -- Flex SIZE (SF) 149,475 OCCUPANCY AS OF DECEMBER 13, 2004 100.0% YEAR BUILT/YEAR RENOVATED 2005/NA APPRAISED VALUE $48,000,000 PROPERTY MANAGEMENT Self-Managed UW ECONOMIC OCCUPANCY 98.0% UW REVENUES $3,498,074 UW TOTAL EXPENSES $92,461 UW NET OPERATING INCOME (NOI) $3,405,612 UW NET CASH FLOW (NCF) $3,149,176 - -------------------------------------------------------------------------------- S-193 - ----------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------- Cadbury Schweppes ......... Baa2/BBB/BBB 149,475 100.0% $ 23.88 $3,569,463 100.0% March 2021 Vacant .................... 0 0.0 0 0.0 ------- ----- ---------- ----- TOTAL ..................... 149,475 100.0% $3,569,463 100.0% ======= ===== ========== ===== - ----------------------------------------------------------------------------------------------------------------------------- * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-194 Santa Teresa Portfolio - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Countrywide CUT-OFF DATE BALANCE $33,878,000 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.2% NUMBER OF MORTGAGE LOANS 2 LOAN PURPOSE Refinance SPONSOR Richard P. Tambone TYPE OF SECURITY Fee and Leasehold MORTGAGE RATE 5.870% MATURITY DATE February 11, 2010 AMORTIZATION TYPE ARD INTEREST ONLY PERIOD 12 ORIGINAL TERM/AMORTIZATION 60/360 REMAINING TERM/AMORTIZATION 59/360 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $31,938 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $15,243 TI/LC $20,565 ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $33,878,000 CUT-OFF DATE BALANCE/SF $32 CUT-OFF DATE LTV 76.8% MATURITY DATE LTV 72.8% UW DSCR ON NCF 1.26x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 19 LOCATION Various PROPERTY TYPE Industrial/Office SIZE (SF) 1,062,029 OCCUPANCY AS OF JANUARY 31, 2005 77.9% YEAR BUILT/YEAR RENOVATED Various/Various APPRAISED VALUE $44,130,000 PROPERTY MANAGEMENT Santa Barbara Realty Services, LLC UW ECONOMIC OCCUPANCY 77.2% UW REVENUES $4,949,809 UW TOTAL EXPENSES $1,504,826 UW NET OPERATING INCOME (NOI) $3,444,983 UW NET CASH FLOW (NCF) $3,036,853 - -------------------------------------------------------------------------------- S-195 - -------------------------------------------------------------------------------- TENANT SUMMARY - -------------------------------------------------------------------------------- % OF NET RATINGS NET RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - -------------------------------------------------------------------------------- ADC Telecommunications ........... NR/NR/NR 243,800 23.0% Tally Genicom .................... NR/NR/NR 52,500 4.9 Aztec Imports, Inc. .............. NR/NR/NR 40,000 3.8 Morrison Express Corp. ........... NR/NR/NR 38,400 3.6 Emerson Electric Company ......... NR/NR/NR 38,268 3.6 Non-major tenants ................ NR/NR/NR 414,364 39.0 Vacant ........................... 234,697 22.1 ------- ----- TOTAL ............................ 1,062,029 100.0% ========= ===== - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------- % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------------------------------------------------------------- ADC Telecommunications ........... $ 3.84 $ 936,192 24.4% October 2012 Tally Genicom .................... $ 3.60 189,000 4.9 August 2008 Aztec Imports, Inc. .............. $ 3.00 120,000 3.1 February 2006 Morrison Express Corp. ........... $ 3.00 115,200 3.0 May 2007 Emerson Electric Company ......... $ 4.33 165,750 4.3 September 2005 Non-major tenants ................ $ 5.59 2,314,256 60.3 Vacant ........................... 0 0.0 ----------- ----- TOTAL ............................ $ 3,840,398 100.0% =========== ===== - -------------------------------------------------------------------------------------- S-196 Choice Center - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER Wachovia CUT-OFF DATE BALANCE $32,516,547 PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Capital Lease Funding, Inc. TYPE OF SECURITY Fee MORTGAGE RATE 5.300% MATURITY DATE May 11, 2013 AMORTIZATION TYPE Balloon ORIGINAL TERM/AMORTIZATION 101/365 REMAINING TERM/AMORTIZATION 98/362 LOCKBOX Yes UP-FRONT RESERVES TAX/INSURANCE Yes ENGINEERING $68,750 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes REPLACEMENT $9,516 TI/LC* Steps ADDITIONAL FINANCING None CUT-OFF DATE BALANCE $32,516,547 CUT-OFF DATE BALANCE/SF $145 CUT-OFF DATE LTV 74.8% MATURITY DATE LTV 56.3% UW DSCR ON NCF 1.43x - -------------------------------------------------------------------------------- * Beginning in January 2008, the borrower must begin escrowing $39,583 monthly through December 2009, and beginning in January 2010, $50,000 monthly for the remainder of the loan term, with a maximum reserve of $3,000,000. TI/LC reserve to be capped at $3,000,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Silver Spring, MD PROPERTY TYPE Office - Suburban SIZE (SF) 223,912 OCCUPANCY AS OF DECEMBER 2, 2004 99.0% YEAR BUILT/YEAR RENOVATED 1971/2003 APPRAISED VALUE $43,500,000 PROPERTY MANAGEMENT Moore & Associates, Inc. UW ECONOMIC OCCUPANCY 95.0% UW REVENUES $5,195,700 UW TOTAL EXPENSES $1,788,530 UW NET OPERATING INCOME (NOI) $3,407,170 UW NET CASH FLOW (NCF) $3,101,444 - -------------------------------------------------------------------------------- S-197 - ------------------------------------------------------------------------------------- TENANT SUMMARY - ------------------------------------------------------------------------------------- NET % OF NET RATINGS* RENTABLE RENTABLE TENANT MOODY'S/S&P/FITCH AREA (SF) AREA - ------------------------------------------------------------------------------------- Choice Hotels International .............. Baa3/BBB/NR 158,727 70.9% American Institutes for Research ......... NR/NR/NR 40,676 18.2 Sunburst Hospitality Corporation ......... NR/NR/NR 18,658 8.3 Communications Services for the Deaf ..... NR/NR/NR 3,582 1.6 AT& ...................................... Ba1/BB+/BB+ 0 0.0 Non-major tenants ........................ 0 0.0 Vacant ................................... 2,269 1.0 ------- ----- TOTAL .................................... 223,912 100.0% ======= ===== - ------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- % OF ACTUAL ACTUAL DATE OF LEASE TENANT RENT PSF ACTUAL RENT RENT EXPIRATION - --------------------------------------------------------------------------------------------- Choice Hotels International .............. $ 21.97 $ 3,487,293 71.1% May 2013 American Institutes for Research ......... $ 21.26 864,969 17.6 October 2008 Sunburst Hospitality Corporation ......... $ 20.35 379,690 7.7 May 2013 Communications Services for the Deaf ..... $ 23.35 83,640 1.7 December 2006 AT& ...................................... 32,319 0.7 November 2006 Non-major tenants ........................ 54,836 1.1 Vacant ................................... 0 0.0 ----------- ----- TOTAL .................................... $ 4,902,748 100.0% =========== ===== - --------------------------------------------------------------------------------------------- * Certain ratings are those of the parent whether or not the parent guarantees the lease. S-198 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 or acquired the Mortgage Loans as described above under "--Mortgage Loan History." One hundred fifty-two (152) of the Mortgage Loans (the "Wachovia Mortgage Loans"), representing 64.3% of the Cut-Off Date Pool Balance (128 Mortgage Loans in Loan Group 1 or 62.5% of the Cut-Off Date Group 1 Balance and 24 Mortgage Loans in Loan Group 2 or 75.7% of the Cut-Off Date Group 2 Balance), were originated or acquired 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 December 31, 2004, had total assets of approximately $493.3 billion. Wachovia is acting as the Master Servicer. Wachovia Capital Markets, LLC is acting as an Underwriter for this transaction and is an affiliate of Wachovia. Fifteen (15) of the Mortgage Loans (the "Countrywide Mortgage Loans"), representing 14.4% of the Cut-Off Date Pool Balance (14 Mortgage Loans in Loan Group 1 or 16.2% 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) were originated by Countrywide Real Estate Finance, Inc. ("Countrywide"), a California corporation, whose principal offices are located in Calabasas, California. Countrywide Securities Corporation is acting as an Underwriter for this transaction and is an affiliate of Countrywide. Twenty-one (21) of the Mortgage Loans (the "Citigroup Mortgage Loans"), representing 13.3% of the Cut-Off Date Pool Balance (18 Mortgage Loans in Loan Group 1 or 13.3% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 13.2% of the Cut-Off Date Group 2 Balance) were originated by Citigroup Global Markets Realty Corp., a New York corporation, whose principal offices are located in New York, New York, that is primarily engaged in the business of purchasing and originating commercial mortgage loans. Citigroup is a subsidiary of Citigroup Financial Products, Inc. An affiliate of Citigroup, Citigroup Global Markets Inc. is acting as a co-lead manager for this transaction. Forty-one (41) of the Mortgage Loans (the "Artesia Mortgage Loans"), representing 8.0% of the Cut-Off Date Pool Balance (36 Mortgage Loans in Loan Group 1 or 7.9% of the Cut-Off Date Group 1 Balance and 5 Mortgage Loans in Loan Group 2 or 8.6% 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 U.S. 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 S&P, "Aa2" by Moody's and "AA+" by Fitch. Dexia Bank is part of Dexia Group, a diversified financial services firm located in Brussels, Belgium, with a balance sheet of 389 billion EUR ($527 billion) and a stock market capitalization of approximately 19 billion EUR ($26 billion) as of December 2004. Wachovia has no obligation to repurchase or substitute any of the Countrywide Mortgage Loans, the Citigroup Mortgage Loans or the Artesia Mortgage Loans. Citigroup has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans, the Countrywide Mortgage Loans or the Artesia Mortgage Loans. Countrywide has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans, the Citigroup Mortgage Loans or the Artesia Mortgage Loans. Artesia has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans, Countrywide Mortgage Loans or Citigroup 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 Countrywide Mortgage Loans contained in or used in the preparation of this prospectus supplement is as underwritten by Countrywide. All information concerning the Citigroup Mortgage Loans contained in or used in the preparation of this prospectus supplement is as underwritten by Citigroup. All information concerning the Artesia Mortgage Loans contained herein or used in the preparation of this prospectus supplement is as underwritten by Artesia. S-199 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 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. Two (2) Mortgage Loans (loan numbers 17 and 19), representing 2.4% of the Cut-Off Date Pool Balance (2.8% of Loan Group 1), sold to the Depositor by Wachovia, were originated by Capital Lease Funding, Inc. In each case the related Mortgage Loan Seller re-underwrote such Mortgage Loan to the related Mortgage Loan Seller's underwriting guidelines. 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 or acquired 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 and, with respect to loans with interest-only periods, a maximum amortization period of 30 years following the interest-only period. 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. S-200 o Insurance--If the property is insured under an individual policy (for example, 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. An originator of a Mortgage Loan may waive this escrow requirement under certain circumstances. o Completion Repair/Environmental Remediation--Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable Mortgage Loan, 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 most cases, various tenants have lease expirations within the Mortgage Loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the Mortgage Loan and/or during the Mortgage Loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS On the Closing Date, the Depositor will transfer the Mortgage Loans, 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 appointed by the Trustee (a "Custodian"), among other things, the following documents with respect to each Mortgage Loan originated or acquired 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, memorandum of ground S-201 lease, ground lessor estoppel, environmental insurance policy, indemnity 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; (xiv) copies of franchise agreements and franchisor comfort letters, if any, for hospitality properties and any applicable transfer or assignment documents; and (xv) 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 fund 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 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, (ii) the unpaid accrued interest on such Mortgage 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) 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, any letter of credit, any franchise agreement, comfort letter, and comfort letter transfer document (the "Core Material Documents") 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. With respect to material document defects other than those involving the Core Material Documents, any applicable cure period may be extended if the document involved is not needed imminently. Such extension will end upon 30 days notice of such need as reasonably determined by the Master Servicer or Special Servicer (with a possible 30 day extension if the Master Servicer or Special Servicer agrees that the applicable Mortgage Loan Seller is diligently pursuing a cure). All material document defects regardless of the document involved will be cured no later than 2 years after the Closing Date; provided, however, that the initial 90-day cure period described herein will not be reduced. 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 S-202 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 the 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; (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 either 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 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. 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; S-203 (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 and the applicable Mortgage Loan Seller has no knowledge of any such rights, defenses or counterclaims having been asserted; (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, S-204 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 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; (xi) 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 (xii) 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 Fund 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 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. With respect to any Mortgage Loan which has become a Defaulted Mortgage Loan under the Pooling and Servicing Agreement or with respect to which the related Mortgaged Property has been foreclosed S-205 and which is the subject of a repurchase claim under the related Mortgage Loan Purchase Agreement, the Special Servicer with the consent of the Controlling Class Representative will be required to notify the related Mortgage Loan Seller in writing of its intention to sell such Defaulted Mortgage Loan or such foreclosed Mortgaged Property at least 45 days prior to commencing any such action. Such Mortgage Loan Seller shall have 10 business days to determine whether or not to consent to such sale. If such Mortgage Loan Seller does not consent to such sale, the Special Servicer shall contract with a third party as set forth in the Pooling and Servicing Agreement (a "Determination Party") as to the merits of such sale. If the related Determination Party determines that the proposed sale is reasonable, given the circumstances, and subsequent to such sale, a court of competent jurisdiction determines that such Mortgage Loan Seller was liable under the related Mortgage Loan Agreement and required to repurchase such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof, then such Mortgage Loan Seller will be required to pay an amount equal to the difference (if any) between the proceeds of the related action and the price at which such Mortgage Loan Seller would have been obligated to pay had such Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof which shall generally include the costs related to contracting with the Determination Party. In the event that (a) the Special Servicer ignores the determination of the Determination Party and liquidates the related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent jurisdiction determines that such Mortgage Loan Seller was not obligated to repurchase the related Defaulted Mortgage or REO Property, the costs of contracting with the Determination Party will constitute Additional Trust Fund Expenses and the Mortgage Loan Seller will not be liable for any such difference. 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 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 S-206 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-207 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 fund or, if a Co-Lender Loan and its related Companion Loan (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 the 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"). 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. The Trust Fund 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 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 S-208 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 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, is our affiliate, one of the Mortgage Loan Sellers and an affiliate of one of the Underwriters. Wachovia Bank, National Association or one of its affiliates is the holder of the One & Two International Place Companion Loan, the 450 West 33rd Street Companion Loan and the Firewheel Corners Companion Loan. Wachovia Bank, National Association is also an equity owner of Capital Lease, LP, the holder of the companion loan with respect to the Cadbury Schweppes Loan and the sponsor of the related borrower. The Master Servicer's principal servicing offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262. As of December 31, 2004, Wachovia Bank, National Association and its affiliates were responsible for master or primary servicing approximately 15,531 commercial and multifamily loans, totaling approximately $141 billion in aggregate outstanding principal amounts, including loans securitized in mortgage-backed securitization transactions. The information set forth in this prospectus supplement concerning the Master Servicer 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. Allied Capital Corporation, a Maryland corporation ("Allied Capital") will initially be appointed as special servicer of the Mortgage Loans (in such capacity, the "Special Servicer"). The Special Servicer will, among other things, oversee the resolution of non-performing Mortgage Loans and act as disposition manager of REO Properties. The following information has been provided by the Special Servicer. None of the Depositor, the Trustee, the Underwriters, or any of their respective affiliates takes any responsibility therefor or makes any representation or warranty as to the accuracy of completeness of the information. The principal executive offices of Allied Capital are located at 1919 Pennsylvania Avenue N.W., Washington, D.C. 20006 and its telephone number is (202) 331-1112. Allied Capital and several of its subsidiaries are involved in the real estate investment, finance and management business. As of December 31, 2004, Allied Capital's CMBS portfolio included approximately 62 loans and REO properties as underlying collateral in most states across the country with a current face value of $1.0 billion, all of which are secured by commercial real estate assets. Included in this managed portfolio are approximately $428 billion of commercial real estate assets representing approximately 6,200 loans and REO properties within 45 securitization transactions, for which Allied Capital acts as special servicer. S-209 Allied Capital owns assets similar in type to the assets of the trust fund. Accordingly, the assets of the special servicer 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 Special Servicer and its affiliates own and are in the business of acquiring assets similar in type to the assets of the Trust Fund. Accordingly, the assets of the Special Servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the Mortgaged Properties for tenants, purchasers, financing and so forth. The information set forth herein regarding the Special Servicer has been provided by Allied Capital Corporation 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 (other than the Great Wolf Resorts Loan and the Cabrillo Palisades Loan), 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 who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer under certain circumstances. Each advisor referred to above is referred to herein as the "Controlling Class Representative". Notwithstanding anything contained in this prospectus supplement to the contrary, the holders of the Companion Loans may have the ability to exercise some or all of 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 including with respect to (a) the Cabrillo Palisades Loan, the right to replace the Special Servicer solely with respect to the Cabrillo Palisades Loan during any time that no Cabrillo Palisades Control Appraisal Period exists and (b) the Great Wolf Resorts Loan, the right to replace the Special Servicer solely with respect to the Great Wolf Resorts Loan during any time that no Great Wolf Resorts control appraisal period exists. The Controlling Class Representative with respect to the Mortgage Loans is selected by holders of Certificates representing more than 50% of the Certificate Balance of the Controlling Class. See "--The Controlling Class Representative" below. 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 payment priority 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 Certificates (other than the Class Z Certificates, the REMIC Residual Certificates or the Class X Certificates) bearing the latest alphabetical Class designation. The Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A Certificates will be treated as one Class for determining the Controlling Class. 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 a written commitment, which is reasonably acceptable to the Special Servicer and for which the Controlling Class Representative has provided its consent, to refinance such Mortgage Loan or Companion Loan within 120 days after the due date of such Balloon Payment or if Borrower continues to make its Assumed Scheduled Payment and diligently pursues refinancing, within 60 days after such default, 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 or any other default under the applicable Mortgage Loan documents that would (with respect to such other default) materially impair the value of the Mortgaged Property as security for the Mortgage Loan and, if applicable, Companion Loan or otherwise would materially adversely affect the interests of Certificateholders (and, if applicable, the holders of the Companion Loans) and is likely to continue 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, S-210 that a default that would give rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero); (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, if applicable, the holders of the Companion Loans) 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 fund, 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 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, as described in the Pooling and Servicing Agreement) and prepare certain reports to the Trustee with respect to such Mortgage Loan. If title to the related 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 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): S-211 (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 and, if applicable, Companion 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 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 0.0900%. As of the Cut-Off Date the weighted average Master Servicing Fee Rate will be approximately 0.04092% per annum. The Master Servicer will not be entitled to receive a separate fee with respect to a Companion Loan 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. 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 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) 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 0.020% per annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (b) investment S-212 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, condemnation 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. 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 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 and/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 to the extent not otherwise allocated to the Companion Loan in accordance with the related Intercreditor Agreement) and Prepayment Interest Excesses collected from borrowers on Mortgage Loans. In addition, to the extent the S-213 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 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. 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 the 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 S-214 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 the 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 the Master Servicer may extend the maturity of Mortgage Loans (other than Specially Serviced Mortgage Loans) with an original maturity of five years or less with Controlling Class approval for up to two six-month extensions), 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 (and the holders of the Companion Loans, taken as a collective whole, as applicable) 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 either 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 the 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 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 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 S-215 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. Generally, 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, 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. 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 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 (other than in connection with a defeasance permitted under the terms of the applicable Mortgage Loan documents); (ix) any termination of, or modification of, any applicable franchise agreements related to a Mortgage Loan secured by a hotel; S-216 (x) any termination of the related property manager for Mortgage Loans having an outstanding principal balance of greater than $5,000,000; (xi) any determination to allow a borrower not to maintain terrorism insurance; and (xii) any determination to decrease the time period referenced in clause (g) of the definition of Servicing Transfer Event. 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 and, if applicable, the holders of each Companion Loan, taken as a collective whole. Allied Capital will be the initial Controlling Class Representative with respect to each Mortgage Loan. Notwithstanding the second preceding paragraph set forth above, the holders of the Cabrillo Palisades Companion Loan will have the right to direct and/or consent to certain actions of the Master Servicer and/or the Special Servicer with respect to the Cabrillo Palisades Whole Loan and the Controlling Class, and the Controlling Class Representative will not have the consent and advice rights described in this prospectus supplement. Generally, the holder of the Cabrillo Palisades Companion Loan will be entitled to such rights, but only so long as no Cabrillo Palisades control appraisal period is then in effect (taking into consideration any Cabrillo Palisades reserve collateral, if applicable). These rights include that the Special Servicer and/or the Master Servicer will be required to consult with the holder of the Cabrillo Palisades Companion Loan or its designee and the holder of the Cabrillo Palisades Companion Loan or its designee shall have the right to object within 10 days thereafter in connection with: (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 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 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 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 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, (I) any material changes to or waivers of any of the S-217 insurance requirements, (J) any determination to apply insurance proceeds or recoveries for any damage, condemnation or taking or any deed in lieu of condemnation to the payment of the debt and with respect to the approval of any architects, contractors, plans and specifications or other material approvals which lender may give or withhold, (K) any incurrence of additional debt by the borrower or any mezzanine financing by any beneficial owner of the borrower (other than the existing mezzanine loan), (L) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the borrower, and (M) any material modification of the mezzanine loan intercreditor agreement related to the loan. Notwithstanding the rights of the Controlling Class Representative detailed above, the holder of the Cadbury Schweppes Companion Loan will have the right to direct and/or consent to certain actions of the Master Servicer and/or the Special Servicer with respect to the Cadbury Schweppes Whole Loan provided no Cadbury Schweppes control appraisal period is then in effect. In addition, the holder of the Cadbury Schweppes Companion Loan may exercise certain approval rights relating to a modification of the Cadbury Schweppes Loan or the Cadbury Schweppes Companion Loan that materially and adversely affects the holder of the Cadbury Schweppes Companion Loan and certain other matters related to Defaulted Lease Claims. See "DESCRIPTION OF THE MORTGAGE POOL--Co Lender Loans--Servicing Provisions of the Cadbury Schweppes Intercreditor Agreement" in this prospectus supplement. Notwithstanding the foregoing, the holders of the Great Wolf Resorts Companion Loan will have the right to direct and/or consent to certain actions of the Master Servicer and/or the Special Servicer with respect to the Great Wolf Resorts Whole Loan and the Controlling Class, and the Controlling Class Representative will not have the consent and advice rights described in this prospectus supplement. Generally, the holder of the Great Wolf Resorts Companion Loan will be entitled to such rights, but only so long as no Great Wolf Resorts control appraisal period is then in effect (taking into consideration any Great Wolf Resorts reserve collateral, if applicable). These rights include that (i) the Special Servicer and/or the Master Servicer will be required to consult with the holder of such Great Wolf Resorts Companion Loan or its designee (A) upon the occurrence of any event of default under the Great Wolf Resorts Whole Loan and to consider alternative actions recommended by the holder of such Great Wolf Resorts Companion Loan or its designee, (B) at any time (whether or not an event of default has occurred) with respect to proposals to take any significant action with respect to the Great Wolf Resorts Whole Loan or the Mortgaged Property and to consider alternative actions recommended by the holder of Great Wolf Resorts Companion Loan or its designee; and (ii) the holder of the Great Wolf Resorts Companion Loan or its designee will be entitled to exercise rights and powers with respect to the Great Wolf Resorts Whole Loan that are the same as or similar to those of the Controlling Class Representative described above and must be notified of, and give its prior written approval to the following additional actions: (A) any modification or waiver of a monetary term of the loan or any material non-monetary term of the loan, (B) 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 otherwise, (C) any action (other than requiring the borrower to perform its obligations under the mortgage loan documents) to bring the Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials, (D) any substitution or release of collateral for the loan (other than in accordance with the terms of or, with respect to release of collateral, upon satisfaction of, the loan), (E) any release or substitution of the borrower or any guarantor from liability with respect to the loan, (F) 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, (G) any modifications to, amendments of or waivers of any of the insurance requirements or any renewal or replacement of the then existing insurance policies with respect to the loans to the extent that such renewal or replacement policy does not comply with the terms of the mortgage loan documents to the extent any holder's approval is required under the mortgage loan documents, (H) any incurrence of additional debt by the borrower or any mezzanine financing by any beneficial owner of the borrower (other than in accordance with the loan documents), (I) the adoption or approval of any plan in the bankruptcy of the borrower, (J) any appointment of a replacement operator of the Mortgaged Property (provided that the holder of such Great Wolf Resorts Companion Loan shall not unreasonably withhold or delay any approval requested pursuant to this clause (J), (K) any amendment, modification, entry into, renewal, or waiver, termination S-218 or cancellation of, or delivery of a waiver or consent under or with regard to, a lease or sublease with respect to the Mortgaged Property, (L) any proposed subordination of the loans to any obligation, (M) any proposed sale of a defaulted Great Wolf Resorts Companion Loan or REO property (other than in connection with the termination of the trust funds) for less than par, or (N) any approval of a material capital expenditure to the extent any holder's approval is required under the mortgage loan documents. Pursuant to the Pooling and Servicing Agreement and the Pari Passu Loan Intercreditor Agreements, with respect to the Pari Passu Loans and notwithstanding the rights of the Controlling Class Representative detailed above, the holder of each Pari Passu Companion Loan will generally share with the Controlling Class Representative the rights given to the Controlling Class Representative under the Pooling and Servicing Agreement to direct the Master Servicer and/or Special Servicer with respect to the servicing of the related Pari Passu Loan and the related Pari Passu Companion Loan. In general, in the event that the Controlling Class Representative is required to give its consent or advice or otherwise take any action with respect to a Pari Passu Loan, the Controlling Class Representative will generally be required to confer with the holder of the related Pari Passu Companion Loan regarding such advice or consent. In the event that the Controlling Class Representative and the holder of the Pari Passu Companion Loan disagree with respect to such advice, consent or action, the related Pari Passu Loan Intercreditor Agreement and the Pooling and Servicing Agreement provide that the Controlling Class Representative and the holder of the Pari Passu Companion Loan will contract with a third party designated under the related Pari Passu Loan Intercreditor Agreement to resolve such disagreement and the decision of such third party will be binding upon the Controlling Class Representative and the holder of such Pari Passu Companion Loan in accordance with the related Pari Passu Loan Intercreditor Agreement. Notwithstanding the rights of the Controlling Class Representative detailed above, the holder of the Firewheel Companion Loan may exercise certain consent rights related to certain amendments, deferrals, extensions, modifications, increases, renewals, replacements, consolidations, supplements or waivers of the related loan documents if the same adversely affect the lien priority of the related mortgage or constitute certain material modifications as specified in the related Intercreditor Agreement prior to the expiration of the related repurchase period. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans Firewheel Corners Loan Servicing Provisions of the Firewheel Corners Intercreditor Agreement" in this prospectus supplement. Notwithstanding the rights of the Controlling Class Representative detailed above, the holder of a Mezz Cap Companion Loan may exercise certain approval rights relating to a modification of the related Mezz Cap Loan or such Mezz Cap Companion Loan that materially and adversely affects the holder of such Mezz Cap Companion Loan prior to the expiration of the related repurchase period. See "DESCRIPTION OF THE MORTGAGE POOL--Co-Lender Loans Mezz Cap Loans Servicing Provisions of the Mezz Cap Intercreditor Agreements" in this prospectus supplement. Further, notwithstanding any of the control rights of the holders of the Subordinate Companion Loans described above, generally no such control rights contemplated by the prior paragraphs may require or cause the Master Servicer or Special Servicer, as applicable, to violate any REMIC provisions, any provision of the Pooling and Servicing Agreement or applicable law, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standard. 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, S-219 principals or agents as a result of such a special relationship or conflict. Generally, the holders of the Subordinate Companion Loans or their respective designees, in connection with exercising the rights and powers described above with respect to the related Co-Lender Loan 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. 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 Fund 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 S-220 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 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 fund 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 fund 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 fund. Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special Servicer, or the Trustee to the trust fund 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 fund 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 S-221 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 2006, 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 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-222 DESCRIPTION OF THE CERTIFICATES GENERAL The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17 (the "Certificates") will be issued pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2005, among the Depositor, the Master Servicer, the Special Servicer 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 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 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-PB, Class A-4 and Class A-1A Certificates (collectively, the "Class A Certificates"); (ii) the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O 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" and collectively with the Sequential Pay Certificates, the "REMIC Regular Certificates"); (iv) the Class R-I and Class R-II Certificates (collectively, the "REMIC Residual Certificates"); and (v) the Class Z Certificates. Only the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C and Class D Certificates (collectively, the "Offered Certificates") are offered by this prospectus supplement. 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 and Class X-P (collectively, the "Non-Offered Certificates"), the Class Z Certificates and the REMIC Residual Certificates have not been registered under the Securities Act of 1933, as amended (the "Securities Act")and are not offered by this prospectus supplement. 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-PB, Class A-4, Class A-J, 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 participants of such respective system ("Participants"), or indirectly through organizations that are Participants in such systems. Clearstream and Euroclear Operator 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 Operator 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 S-223 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 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. S-224 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 or 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. 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 ............................................ $ 133,240,000 4.744% Class A-2 Certificates ............................................ $ 290,000,000 10.326% Class A-3 Certificates ............................................ $ 82,400,000 2.934% Class A-PB Certificates ........................................... $ 235,000,000 8.367% Class A-4 Certificates ............................................ $1,130,969,000 40.269% Class A-1A Certificates ........................................... $ 375,240,000 13.361% Class A-J Certificates ............................................ $ 193,088,000 6.875% Class B Certificates .............................................. $ 77,236,000 2.750% Class C Certificates .............................................. $ 24,574,000 0.875% Class D Certificates .............................................. $ 49,150,000 1.750% Non-Offered Certificates (other than the Class X and the Class A-1A Certificates) .................................................... $ 217,664,258 7.750% The "Certificate Balance" of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount that the holders thereof are entitled to receive as distributions allocable S-225 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 will 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 $2,808,561,258 (subject to a permitted variance of plus or minus 5.0%). The Notional Amount of the Class X-P Certificates will generally equal: (1) until the Distribution Date in September 2005, the sum of (a) the lesser of $117,549,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $374,827,000 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-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates; (2) after the Distribution Date in September 2005 through and including the Distribution Date in March 2006, the sum of (a) the lesser of $117,549,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $374,300,000 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-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates; (3) after the Distribution Date in March 2006 through and including the Distribution Date in September 2006, the sum of (a) the lesser of $66,566,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $367,552,000 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-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates; (4) after the Distribution Date in September 2006 through and including the Distribution Date in March 2007, the sum of (a) the lesser of $9,178,000 and the Certificate Balance of the Class A-1 Certificates, (b) the lesser of $359,706,000 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-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates; (5) after the Distribution Date in March 2007 through and including the Distribution Date in September 2007, the sum of (a) the lesser of $240,025,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $351,507,000 and the Certificate Balance of the Class A-1A Certificates and (c) the aggregate Certificate Balances of the Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates; (6) after the Distribution Date in September 2007 through and including the Distribution Date in March 2008, the sum of (a) the lesser of $182,993,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $343,307,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E, Class F and Class G Certificates and (d) the lesser of $20,647,000 and the Certificate Balance of the Class H Certificates; (7) after the Distribution Date in March 2008 through and including the Distribution Date in September 2008, the sum of (a) the lesser of $125,945,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $334,744,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates and (d) the lesser of $26,106,000 and the Certificate Balance of the Class G Certificates; S-226 (8) after the Distribution Date in September 2008 through and including the Distribution Date in March 2009, the sum of (a) the lesser of $70,878,000 and the Certificate Balance of the Class A-2 Certificates, (b) the lesser of $326,504,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates and (d) the lesser of $920,000 and the Certificate Balance of the Class G Certificates; (9) after the Distribution Date in March 2009 through and including the Distribution Date in September 2009, the sum of (a) the lesser of $58,158,000 and the Certificate Balance of the Class A-3 Certificates, (b) the lesser of $299,678,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-PB, Class A-4, Class A-J, Class B, Class C, Class D and Class E Certificates and (d) the lesser of $4,794,000 and the Certificate Balance of the Class F Certificates; (10) after the Distribution Date in September 2009 through and including the Distribution Date in March 2010, the sum of (a) the lesser of $68,058,000 and the Certificate Balance of the Class A-PB Certificates, (b) the lesser of $292,208,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-4, Class A-J, Class B, Class C and Class D Certificates and (d) the lesser of $9,796,000 and the Certificate Balance of the Class E Certificates; (11) after the Distribution Date in March 2010 through and including the Distribution Date in September 2010, the sum of (a) the lesser of $21,763,000 and the Certificate Balance of the Class A-PB Certificates, (b) the lesser of $285,080,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-4, Class A-J, Class B and Class C Certificates and (d) the lesser of $38,901,000 and the Certificate Balance of the Class D Certificates; (12) after the Distribution Date in September 2010 through and including the Distribution Date in March 2011, the sum of (a) the lesser of $1,108,517,000 and the Certificate Balance of the Class A-4 Certificates, (b) the lesser of $278,260,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-J, Class B and Class C Certificates and (d) the lesser of $19,732,000 and the Certificate Balance of the Class D Certificates; (13) after the Distribution Date in March 2011 through and including the Distribution Date in September 2011, the sum of (a) the lesser of $1,064,903,000 and the Certificate Balance of the Class A-4 Certificates, (b) the lesser of $271,537,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-J, Class B and Class C Certificates and (d) the lesser of $1,317,000 and the Certificate Balance of the Class D Certificates; (14) after the Distribution Date in September 2011 through and including the Distribution Date in March 2012, the sum of (a) the lesser of $966,236,000 and the Certificate Balance of the Class A-4 Certificates, (b) the lesser of $229,791,000 and the Certificate Balance of the Class A-1A Certificates, (c) the aggregate Certificate Balances of the Class A-J and Class B Certificates and (d) the lesser of $8,307,000 and the Certificate Balance of the Class C Certificates; (15) after the Distribution Date in March 2012, $0. The initial Notional Amount of the Class X-P Certificates will be $2,701,179,000. The Certificate Balance of any Class of Sequential Pay 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"). With respect to the Sequential Pay Certificates, Certificate Deferred Interest will be allocated from lowest payment priority to highest (except with respect to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A S-227 Certificates, which amounts shall be applied pro rata (based on remaining Class Certificate Balances) to such Classes). The Certificate Balance of each Class of Sequential Pay 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-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H 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 for such date that remains after the required distributions have been made on all the REMIC Regular Certificates. 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 ARD Loan. PASS-THROUGH RATES The Pass-Through Rate applicable to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C and Class D Certificates for each Distribution Date will equal the respective rate per annum set forth on 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 March 2012, "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 S-228 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 March 2012, 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 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 related 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 March 2012, the "Class X-P Strip Rate" for each Class X-P Component included in the Notional Amount of the Class X-P Certificates 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 March 2012, 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 S-229 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 with respect to the Mortgage Loans. The "Weighted Average Net Mortgage Rate" for each Distribution Date is the weighted average of the Net Mortgage Rates for the Mortgage Loans 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 will generally equal (x) the Mortgage Rate in effect for such Mortgage Loan, minus (y) the applicable Administrative Cost Rate for such Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan, other than 1 Mortgage Loan (loan number 75), 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 1 Mortgage Loan, representing 0.3% of the Cut-Off Date Pool Balance (0.4% of Loan Group 1), 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 "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 Amount, and such amount has not been included as part of the Principal Distribution Amounts, 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 S-230 "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 April 2005. DISTRIBUTIONS General. 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 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 April 2005. The Available Distribution Amount. The aggregate amount available for distributions of interest and principal to Certificateholders (other than Class R-I, Class R-II and Class Z 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 or Companion 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); (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; and (vii) any amounts distributable to the Companion Loan holders. (b) all P&I Advances made by the Master Servicer or the Trustee with respect to such Distribution Date other than, in the case of the Master Servicer, any P&I Advances allocable to a pari passu 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; 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. S-231 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 fund 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. 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 (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 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 Master Servicer will establish and will maintain a "Certificate Account" on behalf 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 to the extent of the Available Distribution Amount will be used to make distributions on the Certificates. See "DESCRIPTION OF THE TRUST FUNDS--Certificate Accounts" in the prospectus. 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, 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 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, 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 S-232 holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB 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 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-PB Certificates, in an amount 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, until the Certificate Balance of the Class A-PB Certificates is reduced to the Class A-PB Planned Principal Balance set forth on Annex D to this prospectus supplement; (3) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates as set forth in clause (2) above, to distributions of principal to the holders of the Class A-1 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-1 Certificates) equal to the remaining 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-PB Certificates on such Distribution Date; (4) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates and the Class A-1 Certificates as set forth in clauses (2) and (3) above, to distributions of principal to the holders of the Class A-2 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-2 Certificates) equal to the remaining 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-PB Certificates and the Class A-1 Certificates on such Distribution Date; (5) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB Certificates, the Class A-1 Certificates and the Class A-2 Certificates as set forth in clauses (2), (3) and (4) above, to distributions of principal to the holders of the Class A-3 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-3 Certificates) equal to the remaining Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan S-233 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-PB Certificates, the Class A-1 Certificates and the Class A-2 Certificates on such Distribution Date; (6) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-1, Class A-2, Class A-3 and Class A-PB Certificates as set forth in clauses (2), (3), (4) and (5) above, to distributions of principal to the holders of the Class A-PB Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-PB Certificates) equal to the remaining 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-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates on such Distribution Date; (7) after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-1, Class A-2, Class A-3 and Class A-PB Certificates as set forth in clauses (2), (3), (4), (5) and (6) above, to distributions of principal to the holders of the Class A-4 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-4 Certificates) equal to the remaining 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-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates on such Distribution Date; (8) to distributions of principal to the holders of the Class A-1A Certificates in an amount (not to exceed the 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-1, Class A-2, Class A-3, Class A-PB and Class A-4 Certificates have been retired, the Loan Group 1 Principal Distribution Amount remaining after payments to the Class A-PB Certificates, Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and the Class A-4 Certificates have been made on such Distribution Date; (9) to distributions to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB 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; (10) to distributions of interest to the holders of the Class A-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; (11) after the Class A Certificates have been retired, to distributions of principal to the holders of the Class A-J Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-J 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-PB Certificates, Class A-4 Certificates and/or Class A-1A Certificates on such Distribution Date; (12) to distributions to the holders of the Class A-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; (13) 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; S-234 (14) after all Classes of Certificates with an earlier priority of distribution 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 all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date; (15) 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; (16) 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; (17) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class C Certificates in an amount (not to exceed the 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; (18) 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; (19) 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; (20) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class D Certificates in an amount (not to exceed the 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; (21) 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; (22) 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; (23) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class E Certificates in an amount (not to exceed the 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; (24) 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; S-235 (25) 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; (26) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class F Certificates in an amount (not to exceed the 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; (27) 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; (28) 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; (29) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class G Certificates in an amount (not to exceed the 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; (30) 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; (31) 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; (32) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class H Certificates in an amount (not to exceed the 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; (33) 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; (34) 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; (35) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class J Certificates in an amount (not to exceed the 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; (36) 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; S-236 (37) 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; (38) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class K Certificates in an amount (not to exceed the 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; (39) 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; (40) 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; (41) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class L Certificates in an amount (not to exceed the 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; (42) 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; (43) 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; (44) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class M Certificates in an amount (not to exceed the 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; (45) 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; (46) 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; (47) after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class N Certificates in an amount (not to exceed the 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; (48) 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; S-237
Wells Fargo Commercial Mortgage Securities
Filed: 8 Mar 05, 12:00am