Wells Fargo Commercial Mortgage Securities
Filed: 26 Apr 05, 12:00am
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C18 - -------------------------------------------------------------------------------- CLASS A-FL STRUCTURAL ADDENDUM - -------------------------------------------------------------------------------- STRUCTURE OVERVIEW - -------------------------------------------------------------------------------- OFFERED CERTIFICATES EXPECTED RATINGS ---------------- APPROX. ASSUMED % OF APPROX. WEIGHTED FINAL CERTIFICATE CUT-OFF DATE CREDIT AVERAGE PRINCIPAL DISTRIBUTION CLASS S&P MOODY'S BALANCE(1) POOL BALANCE SUPPORT LIFE(YRS)(2) WINDOW(2) DATE(2) RATE TYPE - --------------------------------------------------------------------------------------------------------------------------------- A-1 AAA Aaa $41,041,000 2.920% 30.000% 3.31 06/05 - 03/10 3/15/10 Fixed - --------------------------------------------------------------------------------------------------------------------------------- A-2 AAA Aaa $122,149,000 8.692% 30.000% 4.92 03/10 - 05/10 5/15/10 Fixed - --------------------------------------------------------------------------------------------------------------------------------- A-3 AAA Aaa $174,126,000 12.390% 30.000% 6.84 01/12 - 04/12 4/15/12 Fixed - --------------------------------------------------------------------------------------------------------------------------------- A-PB AAA Aaa $81,472,000 5.797% 30.000% 7.35 05/10 - 12/14 12/15/14 Fixed - --------------------------------------------------------------------------------------------------------------------------------- A-4 AAA Aaa $476,015,000 33.871% 30.000% 9.79 12/14 - 04/15 4/15/15 Fixed(3) - --------------------------------------------------------------------------------------------------------------------------------- A-FL AAA Aaa $140,537,000 10.000% 20.000% 9.91 04/15 - 04/15 4/15/05 Floating(3)(4) - --------------------------------------------------------------------------------------------------------------------------------- A-J AAA Aaa $89,592,000 6.375% 13.625% 9.91 04/15 - 04/15 4/15/15 Fixed(3) - --------------------------------------------------------------------------------------------------------------------------------- B AA Aa2 $31,621,000 2.250% 11.375% 9.91 04/15 - 04/15 4/15/15 Fixed(3) - --------------------------------------------------------------------------------------------------------------------------------- C AA- Aa3 $12,297,000 0.875% 10.500% 9.98 04/15 - 05/15 5/15/15 Fixed(3) - --------------------------------------------------------------------------------------------------------------------------------- D A A2 $28,107,000 2.000% 8.500% 9.99 05/15 - 05/15 5/15/15 Fixed(3) - --------------------------------------------------------------------------------------------------------------------------------- NON-OFFERED CERTIFICATES EXPECTED RATINGS APPROX. ASSUMED ----------------- % OF APPROX. WEIGHTED FINAL CERTIFICATE CUT-OFF DATE CREDIT AVERAGE PRINCIPAL DISTRIBUTION CLASS S&P MOODY'S BALANCE(1) POOL BALANCE SUPPORT LIFE(YRS)(2) WINDOW(2) DATE(2) RATE TYPE - ------------------------------------------------------------------------------------------------------------------------------------ A-1A(5) AAA Aaa $88,957,000 6.330% 30.000% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ E (5) A- A3 $14,054,000 1.000% 7.500% (5) (5) (5) WAC(6) - ------------------------------------------------------------------------------------------------------------------------------------ F (5) BBB+ Baa1 $19,324,000 1.375% 6.125% (5) (5) (5) WAC(6) - ------------------------------------------------------------------------------------------------------------------------------------ G (5) BBB Baa2 $12,297,000 0.875% 5.250% (5) (5) (5) WAC(6) - ------------------------------------------------------------------------------------------------------------------------------------ H (5) BBB- Baa3 $24,594,000 1.750% 3.500% (5) (5) (5) WAC(6) - ------------------------------------------------------------------------------------------------------------------------------------ J (5) BB+ Ba1 $5,270,000 0.375% 3.125% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ K (5) BB Ba2 $7,027,000 0.500% 2.625% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ L (5) BB- Ba3 $5,270,000 0.375% 2.250% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ M (5) B+ B1 $3,514,000 0.250% 2.000% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ N (5) B B2 $3,513,000 0.250% 1.750% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ O (5) B- B3 $5,270,000 0.375% 1.375% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ P (5) NR NR $19,324,542 1.375% 0.000% (5) (5) (5) Fixed(3) - ------------------------------------------------------------------------------------------------------------------------------------ X-P (5) AAA Aaa $1,355,235,000(7) N/A N/A N/A N/A (5) Variable - ------------------------------------------------------------------------------------------------------------------------------------ X-C (5) AAA Aaa $1,405,371,542(7) N/A N/A N/A N/A (5) Variable - ------------------------------------------------------------------------------------------------------------------------------------ (1) Subject to a permitted variance of plus or minus 5.0%. (2) As of the Cut-Off Date, the Weighted Average Life, Principal Window and Assumed Final Distribution Date were calculated assuming no prepayments will be made on the Mortgage Loans prior to their related maturity dates (or, in the case of ARD Loans, their Anticipated Repayment Dates) and the other assumptions set forth under "YIELD AND MATURITY CONSIDERATIONS--Yield Considerations" in the preliminary prospectus supplement. (3) The pass-through rates applicable to the Class A-4, Class A-1A, Class A-FL, Class A-J, Class B, Class C, Class D, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described in the preliminary prospectus supplement) for such date. (4) The pass-through rate on the Class A-FL Certificates will be based on LIBOR plus a specified percentage; provided that interest payments made under the swap contract are subject to reduction as described in the prospectus supplement. The initial LIBOR rate will be determined 2 LIBOR business days prior to the Closing Date and subsequent LIBOR rates will be determined 2 business days before the start of the Class A-FL accrual period. Under certain circumstances described in the prospectus supplement, the pass-through rate for the Class A-FL Certificates may convert to a fixed rate, subject to a cap at the weighted average of the net mortgage rates. See "DESCRIPTION OF THE SWAP CONTRACT--The Swap Contract" in the prospectus supplement. There may be special requirements under ERISA for purchasing the Class A-FL Certificates. See "ERISA CONSIDERATIONS" in the prospectus supplement. (5) Not offered hereby. Any information provided 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 E, 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 the preliminary prospectus supplement) for such date. (7) The Class X Certificates will not have a certificate balance and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of each of the components of the Class X Certificates as described in the preliminary prospectus supplement. The interest rate applicable to the Class X Certificates for each distribution date will be described in the preliminary prospectus supplement. This material is for your private information, and none of Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Greenwich Capital Markets, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that the Underwriters consider reliable. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you. This material is furnished solely by the Underwriters and the issuer. The Underwriters are acting as underwriters and not acting as agents for the issuer in connection with the proposed transaction. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the Issuer or information that would permit identification of the Issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction. WACHOVIA SECURITIES COUNTRYWIDE SECURITIES CORPORATION CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO. RBS GREENWICH CAPITAL 1 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C18 - -------------------------------------------------------------------------------- TRANSACTION STRUCTURE - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 21, 2005. ISSUE TYPE Sequential pay REMIC. Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-FL, Class A-J, Class B, Class C and Class D Certificates (the "Offered Certificates") are offered publicly. All other Certificates will be privately placed to qualified institutional buyers or to institutional accredited investors. CUT-OFF DATE All Mortgage Loan characteristics are based on balances as of the Cut-Off Date, which is May 11, 2005 with respect to all of the mortgage loans. All percentages presented herein are approximate. MORTGAGE POOL The Mortgage Pool consists of 72 Mortgage Loans (the "Mortgage Loans") with an aggregate principal balance as of the Cut-Off Date of $1,405,371,542 (the "Cut-Off Date Pool Balance"), subject to a variance of plus or minus 5%. The Mortgage Loans are secured by 88 properties (the "Mortgaged Properties") located throughout 31 states. 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 Mortgaged Properties that are multifamily properties and (ii) 9 Mortgage Loans that are secured by Mortgaged Properties that are multifamily properties. Loan Group 1 is expected to consist of 61 Mortgage Loans, with an aggregate principal balance as of the Cut-Off Date of $1,316,413,770 (the "Cut-Off Date Group 1 Balance"). Loan Group 2 will consist of 11 Mortgage Loans that are secured by Mortgaged Properties that are multifamily properties, with an aggregate principal balance as of the Cut-Off Date of $88,957,773 (the "Cut-Off Date Group 2 Balance", and collectively with the Cut-Off Date Group 1 Balance, the "Cut-Off Date Pool Balance"). DEPOSITOR Wachovia Commercial Mortgage Securities, Inc. MORTGAGE LOAN SELLER Wachovia Bank, National Association UNDERWRITERS Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Greenwich Capital Markets, Inc. TRUSTEE LaSalle Bank National Association FISCAL AGENT ABN AMRO Bank N.V. MASTER SERVICER Wachovia Bank, National Association SPECIAL SERVICER GMAC Commercial Mortgage Corporation RATING AGENCIES Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors Service, Inc. ("Moody's"). DENOMINATIONS $10,000 minimum for Offered Certificates. CLOSING DATE On or about May 19, 2005. This material is for your private information, and none of Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Greenwich Capital Markets, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that the Underwriters consider reliable. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you. This material is furnished solely by the Underwriters and the issuer. The Underwriters are acting as underwriters and not acting as agents for the issuer in connection with the proposed transaction. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the Issuer or information that would permit identification of the Issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction. WACHOVIA SECURITIES COUNTRYWIDE SECURITIES CORPORATION CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO. RBS GREENWICH CAPITAL 2 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C18 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- SETTLEMENT TERMS Book-entry through DTC for all Offered Certificates. DISTRIBUTION DATE The fourth business day following the related Determination Date, commencing in June 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, with respect to the Offered Certificates, in June 2005. INTEREST DISTRIBUTIONS Each Class of Offered Certificates will be entitled on each Distribution Date to interest accrued at its Pass-Through Rate for such Distribution Date on the outstanding Certificate Balance of such Class during the prior calendar month. Interest on the Offered Certificates (other than the Class A-FL Certificates) will be calculated on the basis of twelve 30-day months and a 360-day year. The Class A-FL Certificates will accrue interest on the basis of the actual number of days in the month and a 360-day year; provided that if the pass-through rate for the Class A-FL Certificates converts to a fixed rate (subject to a cap at the weighted average of the net mortgage rates), interest will accrue on the basis of twelve 30-day months and a 360-day year. The fixed interest payment on the Class A-FL Regular Interest will be converted under a swap contract to a floating interest payment to the Class A-FL Certificates as described in the prospectus supplement. Interest will be distributed on each Distribution Date in sequential order of Class designations with Class A-1, Class A-1A, Class A-2, Class A-3, Class A-PB, Class A-4, Class X-C and Class X-P Certificates ranking pari passu in entitlement to interest. PRINCIPAL DISTRIBUTIONS Principal will be distributed on each Distribution Date in accordance with the priorities set forth in "DESCRIPTION OF THE CERTIFICATES--Distributions" in the preliminary prospectus supplement. 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 Balance of the Class A-4 Certificates has been reduced to zero. If, due to losses, the Certificate Balances of the Class A-FL through Class P Certificates are reduced to zero, but any two or more of the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-PB and/or Class A-4 Certificates remain outstanding, payments of principal (other than distributions of principal otherwise allocable to reduce the Certificate Balance of the Class A-PB Certificates to their planned principal amount) to the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-PB and/or Class A-4 Certificates will be made on a pro rata basis. The Class X-C and Class X-P Certificates will not be entitled to distributions of principal. LOSSES Realized Losses and Additional Trust Fund Expenses, if any, will be allocated to the Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C, Class B, Class A-J and Class A-FL Certificates, in that order, and then, pro rata, to the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-PB and Class A-4 Certificates. This material is for your private information, and none of Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Greenwich Capital Markets, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that the Underwriters consider reliable. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you. This material is furnished solely by the Underwriters and the issuer. The Underwriters are acting as underwriters and not acting as agents for the issuer in connection with the proposed transaction. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the Issuer or information that would permit identification of the Issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction. WACHOVIA SECURITIES COUNTRYWIDE SECURITIES CORPORATION CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO. RBS GREENWICH CAPITAL 3 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C18 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- PREPAYMENT PREMIUMS Any Prepayment Premiums or Yield Maintenance Charges AND YIELD MAINTENANCE actually collected on a Mortgage Loan during the CHARGES related collection period in which the prepayment occurred will be distributed to Certificateholders on the related Distribution Date following the collection period in which the prepayment occurred. On each Distribution Date, the holders of each Class of Offered Certificates, Class A-FL Regular Interest and Class E, Class F, Class G and Class H Certificates then entitled to principal distributions will be entitled to a portion of Prepayment Premiums or Yield Maintenance Charges equal to the product of (a) the amount of such Prepayment Premiums or Yield Maintenance Charges, multiplied by (b) a fraction, the numerator of which is equal to the excess, if any, of the Pass-Through Rate of such Class of Certificates or Regular Interest, as applicable over the relevant Discount Rate, and the denominator of which is equal to the excess, if any, of the Mortgage Rate of the prepaid Mortgage Loan over the relevant Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Certificates or Regular Interest, as applicable on such Distribution Date, and the denominator of which is the Principal Distribution Amount for such Distribution Date. So long as the Class A-FL pass-through rate has not been converted to the fixed interest rate, any Prepayment Premiums or Yield Maintenance Charges payable to the Class A-FL Regular Interest will be paid to the Swap Counterparty. If the Class A-FL pass-through rate has converted to the fixed interest rate, the holders will be entitled to any Prepayment Premiums or Yield Maintenance Charges payable to the Class A-FL Regular Interest. 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 May 2012, 5% to the holders of the Class X-P Certificates and 95% to the holders of the Class X-C Certificates and (b) thereafter, 100% to the holders of the Class X-C Certificates. ADVANCES The Master Servicer, and if it fails to do so the Trustee or the Fiscal Agent, will be obligated to make P&I Advances and Servicing Advances, including delinquent property taxes and insurance, on the Mortgage Loans (other than the One & Two International Place Loan and the 450 West 33rd Street Loan), but only to the extent that such Advances are not deemed non-recoverable and, in the case of P&I Advances, subject to Appraisal Reductions that may occur. With respect to the One & Two International Place Loan and the 450 West 33rd Street Loan, P&I Advances and Servicing Advances will generally be made by the 2005-C17 Master Servicer. If the 2005-C17 Master Servicer fails to make any P&I Advance that it is otherwise required to make, the Master Servicer, under the Pooling and Servicing Agreement, will make such P&I Advance. This material is for your private information, and none of Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Greenwich Capital Markets, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that the Underwriters consider reliable. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you. This material is furnished solely by the Underwriters and the issuer. The Underwriters are acting as underwriters and not acting as agents for the issuer in connection with the proposed transaction. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the Issuer or information that would permit identification of the Issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction. WACHOVIA SECURITIES COUNTRYWIDE SECURITIES CORPORATION CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO. RBS GREENWICH CAPITAL 4 WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C18 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- APPRAISAL REDUCTIONS An appraisal reduction generally will be created in the amount, if any, by which the principal balance of a Required Appraisal Loan (plus other amounts overdue or advanced in connection with such loan) exceeds 90% of the appraised value of the related Mortgaged Property plus all escrows and reserves (including letters of credit) held with respect to the Mortgage Loan. As a result of calculating an Appraisal Reduction Amount for a given Mortgage Loan, the P&I Advance for such loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Subordinate Certificates in reverse order of priority of the Classes. An Appraisal Reduction will be reduced to zero as of the date the related Mortgage Loan has been brought current for at least three consecutive months, paid in full, liquidated, repurchased or otherwise disposed. OPTIONAL TERMINATION The Master Servicer, the Special Servicer and certain Certificateholders will have the option to terminate the Trust in whole, but not in part, and purchase the remaining assets of the Trust on or after the Distribution Date on which the Stated Principal Balance of the Mortgage Loans then outstanding is less than 1% of the Cut-Off Date Pool Balance. Such purchase price will generally be at a price equal to the unpaid aggregate principal balance of the Mortgage Loans (or fair market value in the case of REO Properties), plus accrued and unpaid interest and certain other additional trust fund expenses. The Trust may also be terminated under certain circumstances when the Offered Certificates have been paid in full and the remaining outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single certificateholder. CONTROLLING CLASS The Class of Sequential Pay Certificates (a) which bears the latest alphabetical Class designation and (b) 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 (b) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest alphabetical Class designation. CONTROLLING CLASS With respect to the Mortgage Loans, the representative REPRESENTATIVE appointed by the holder of the majority of the Class Principal Balance of the Controlling Class. In addition, 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. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class Representative" in the preliminary prospectus supplement for more information. ERISA The Offered Certificates are expected to be ERISA eligible. SMMEA The Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-FL, Class A-J, Class B and Class C Certificates will be SMMEA eligible so long as they are rated in one of the two highest rating categories by any Rating Agency. TAX The Offered Certificates will be treated as regular interests in a REMIC, and with respect to the Class A-FL Certificates, a grantor trust in respect of its beneficial interest in the swap contract. This material is for your private information, and none of Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Greenwich Capital Markets, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that the Underwriters consider reliable. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you. This material is furnished solely by the Underwriters and the issuer. The Underwriters are acting as underwriters and not acting as agents for the issuer in connection with the proposed transaction. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the Issuer or information that would permit identification of the Issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction. WACHOVIA SECURITIES COUNTRYWIDE SECURITIES CORPORATION CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO. RBS GREENWICH CAPITAL 5