Filed Pursuant to Rule 424B5
Registration File No.: 333-120922
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 JUNE 8, 2005
PRELIMINARY PROSPECTUS SUPPLEMENT
(TO ACCOMPANY PROSPECTUS DATED JUNE 8, 2005)
$1,358,675,000 (APPROXIMATE)
(OFFERED CERTIFICATES)
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2005-C19
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
(DEPOSITOR)
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING
ON PAGE S-47 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 June 8, 2005.
THE TRUST FUND:
o As of June 11, 2005, the mortgage loans included in the trust fund will
have an aggregate principal balance of approximately $1,614,545,341.
o The trust fund will consist of a pool of 92 fixed rate mortgage loans.
o The mortgage loans are secured by first liens on commercial and
multifamily properties.
o All of the mortgage loans were originated by Wachovia Bank, National
Association.
THE CERTIFICATES:
o The trust fund will issue 32 classes of certificates.
o Only the 13 classes of offered certificates described in the following
table are being offered by this prospectus supplement and the
accompanying prospectus.
<TABLE>
ORIGINAL PERCENTAGE OF EXPECTED
CERTIFICATE CUT-OFF DATE PASS-THROUGH ASSUMED FINAL S&P/FITCH
CLASS BALANCE(1) POOL BALANCE RATE DISTRIBUTION DATE(2) CUSIP NO. RATING(3)
- --------------------- -------------------- --------------- -------------- ---------------------- ----------- -----------
Class A-1 ........... $ 33,891,000 2.099% Fixed May 15, 2010 AAA/AAA
Class A-2 ........... $ 223,713,000 13.856% Fixed June 15, 2010 AAA/AAA
Class A-3 ........... $ 75,000,000 4.645% Fixed November 15, 2010 AAA/AAA
Class A-4 ........... $ 178,971,000 11.085% Fixed June 15, 2011 AAA/AAA
Class A-5 ........... $ 202,208,000 12.524% Fixed June 15, 2012 AAA/AAA
Class A-PB .......... $ 52,602,000 3.258% Fixed January 15, 2015 AAA/AAA
Class A-6 ........... $ 237,091,000 14.685% Fixed May 15, 2015 AAA/AAA
Class A-MFL ......... $ 80,727,000(4) 5.000% Floating(5) May 15, 2015 AAA/AAA(6)
Class A-MFX ......... $ 80,727,000 5.000% Fixed May 15, 2015 AAA/AAA
Class A-J ........... $ 100,909,000 6.250% Fixed June 15, 2015 AAA/AAA
Class B ............. $ 40,363,000 2.500% Fixed June 15, 2015 AA/AA
Class C ............. $ 20,182,000 1.250% Fixed(7) June 15, 2015 AA-/AA-
Class D ............. $ 32,291,000 2.000% Fixed(7) June 15, 2015 A/A
</TABLE>
- --------------------------------------------------------------------------------
(Footnotes explaining the table are on page S-2)
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE OFFERED CERTIFICATES OR HAS
DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Wachovia Capital Markets, LLC is acting as sole lead manager for this offering.
Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the
offered certificates. Citigroup Global Markets Inc. and Credit Suisse First
Boston LLC are acting as co-managers for the offering. Wachovia Capital
Markets, LLC, Citigroup Global Markets Inc. and Credit Suisse First Boston LLC
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 , 2005, (except with respect to
the Class A-MFL certificates, , 2005), before deducting expenses.
We expect that delivery of the offered certificates will be made in book-entry
form on or about , 2005.
WACHOVIA SECURITIES
Citigroup Credit Suisse First Boston
June , 2005
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates, Series 2005-C19
Geographic Overview of Mortgage Pool(1)
WASHINGTON OKLAHOMA VIRGINIA OHIO
8 properties 1 property 11 properties 3 properites
$110,641,000 $3,800,000 $144,978,000 $10,410,000
6.9% of total 0.2% of total 9.0% of total 0.6% of total
NORTHERN CALIFORNIA(2) TENNESSEE MARYLAND MICHIGAN
4 properties 1 property 3 properties 2 properties
$49,011,000 $2,950,000 $35,786,039 $11,010,000
3.0% of total 0.2% of total 2.2% of total 0.7% of total
CALIFORNIA ALABAMA NEW JERSEY INDIANA
9 properties 1 property 1 property 3 properties
$148,800,000 $4,784,915 $8,000,000 $40,020,000
9.2% of total 0.3% of total 0.5% of total 2.5% of total
SOUTHERN CALIFORNIA(2) FLORIDA CONNECTICUT ILLINOIS
5 properties 6 properties 3 properties 5 properties
$99,789,000 $64,650,000 $43,800,000 $28,117,000
6.2% of total 4.0% of total 2.7% of total 1.7% of total
COLORADO
4 properties GEORGIA MASSACHUSETTS MINNESOTA
$84,149,000 6 properties 1 property 3 properties
5.2% of total $274,583,385 $3,000,000 $144,006,000
17.0% of total 0.2% of total 8.9% of total
KANSAS
3 properties SOUTH CAROLINA NEW YORK MISSOURI
$11,630,000 1 property 5 properties 4 properties
0.7% of total $6,193,702 $227,588,067 $36,623,000
0.4% of total 14.1% of total 2.4% of total
TEXAS
4 properties NORTH CAROLINA PENNSYLVANIA IOWA
$80,106,000 6 properties 4 properties 1 property
5.0% of total $43,904,641 $40,364,591 $2,650,000
2.7% of total 2.5% of total 0.2% of total
MORTGAGED PROPERTIES BY PROPERTY TYPE(1)
Office 25.9%
Retail 43.7%
Land 0.3%
Mixed Use 0.4%
Self Storage 0.6%
Mobile Park Home 0.7%
Hospitality 3.8%
Multifamily 11.8%
Special Purpose 12.7%
GEOGRAPHIC OVERVIEW OF MORTGAGED PROPERTIES
(1) Because this table presents information relating to the mortgaged properties
and not the mortgage loans, the information for mortgage loans secured by more
than one mortgaged property is based on allocated 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 north of San Luis Obispo
County, Kern County and San Bernadino County were included in Northern
California and Mortgaged Properties located in or 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%
of Cut-Off Date Pool Balance
≤1.0%
of Cut-Off Date Pool Balance
[Picture Omitted] [Picture Omitted]
AMERICASMART, Atlanta, GA 50 WEST 23RD STREET, New York, NY
[Picture Omitted]
REGENCY CENTERS POOL, Various
[Picture Omitted] [Picture Omitted]
U.S. BANCORP BUILDING, Minneapolis, MN 600 COMMUNITY DRIVE, Manhasset, NY
[Picture Omitted] [Picture Omitted]
THE GALLERIA, New York, NY 240 WEST 40TH STREET, New York, NY
[Picture Omitted]
WESLAYAN PLAZA, Houston, TX
[Picture Omitted] [Picture Omitted]
CENTENNIAL TOWER, Atlanta, GA THE SUFFOLK BUILDING, Falls Church, VA
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-47 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-291 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
May 2044. 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. and Fitch, Inc. See "RATINGS" in this
prospectus supplement.
(4) The certificate balance of the Class A-MFL certificates will be equal to
the certificate balance of the Class A-MFL regular interest. See
"DESCRIPTION OF THE SWAP CONTRACT" in this prospectus supplement.
(5) The pass-through rate applicable to the Class A-MFL certificates on each
distribution date will be a per annum rate equal to LIBOR plus %;
provided that interest payments on the Class A-MFL certificates will be
reduced on each distribution date by an amount corresponding to the
excess, if any, of (i) interest payments calculated on the principal
balance of the Class A-MFL certificates at % per annum over (ii)
interest payments calculated at a per annum rate equal to the applicable
weighted average net mortgage rate (calculated as described herein,
which, in the case of the Centennial Tower mortgage loan, is calculated
only with respect to the related pooled component and excludes the
related non-pooled components) for the distribution date. In addition,
under certain circumstances described in this prospectus supplement, the
pass-through rate applicable to the Class A-MFL certificates may convert
to a fixed rate equal to % per annum, subject to a maximum pass-through
rate equal to the weighted average net mortgage rate (calculated as
described herein, which, in the case of the Centennial Tower mortgage
loan, is calculated only with respect to the related pooled component and
excludes the related non-pooled components) for the related date. The
initial LIBOR rate will be determined on , 2005, and subsequent
LIBOR rates will be determined 2 LIBOR business days before the start of
the related interest accrual period. See "DESCRIPTION OF THE SWAP
CONTRACT--The Swap Contract" and "DESCRIPTION OF THE CERTIFICATES--
Distributions" in this prospectus supplement.
(6) The ratings assigned to the Class A-MFL certificates only reflect the
receipt of a fixed rate of interest at a rate of % per annum, subject
to a maximum pass-through rate equal to the applicable weighted average
net mortgage rate (calculated as described herein, which, in the case of
the Centennial Tower mortgage loan, is calculated only with respect to
the related pooled component and excludes the related non-pooled
components) for the related date. See "RATINGS" in this prospectus
supplement.
(7) The pass-through rate applicable to the 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, which, in the case of the Centennial Tower mortgage loan, is
calculated only with respect to the related pooled component and excludes
the related non-pooled components) for that date.
S-2
TABLE OF CONTENTS
SUMMARY OF PROSPECTUS SUPPLEMENT ........................................... S-5
OVERVIEW OF THE CERTIFICATES ............................................... S-6
THE PARTIES ................................................................ S-8
IMPORTANT DATES AND PERIODS ................................................S-10
THE CERTIFICATES ...........................................................S-10
THE MORTGAGE LOANS .........................................................S-32
RISK FACTORS ...............................................................S-47
DESCRIPTION OF THE MORTGAGE POOL ...........................................S-97
General ...................................................................S-97
Mortgage Loan History .....................................................S-99
Certain Terms and Conditions of the Mortgage Loans .......................S-99
Assessments of Property Condition ........................................S-104
Co-Lender Loans ..........................................................S-104
Mezzanine Loans ..........................................................S-112
Additional Mortgage Loan Information .....................................S-112
Twenty Largest Mortgage Loans ............................................S-142
The Mortgage Loan Seller .................................................S-196
Underwriting Standards ...................................................S-196
Assignment of the Mortgage Loans; Repurchases and Substitutions ..........S-197
Representations and Warranties; Repurchases and Substitutions ............S-200
Repurchase or Substitution of Cross-Collateralized Mortgage Loans ........S-202
Changes in Mortgage Pool Characteristics .................................S-203
SERVICING OF THE MORTGAGE LOANS ...........................................S-204
General ..................................................................S-204
The Master Servicer and the Special Servicer .............................S-205
Servicing and Other Compensation and Payment of Expenses .................S-208
Modification, Waivers and Amendments .....................................S-210
The Controlling Class Representative .....................................S-212
Defaulted Mortgage Loans; REO Properties; Purchase Option ................S-215
Inspections; Collection of Operating Information .........................S-217
DESCRIPTION OF THE CERTIFICATES ...........................................S-218
General ..................................................................S-218
Registration and Denominations ...........................................S-218
Certificate Balances and Notional Amounts ................................S-221
Pass-Through Rates .......................................................S-225
Distribution .............................................................S-228
Subordination; Allocation of Losses and Certain Expenses .................S-249
P&I Advances .............................................................S-252
Appraisal Reductions .....................................................S-252
Reports to Certificateholders; Available Information .....................S-257
Assumed Final Distribution Date; Rated Final Distribution Date ...........S-262
Voting Rights ............................................................S-263
Termination ..............................................................S-263
The Trustee ..............................................................S-264
DESCRIPTION OF THE SWAP CONTRACT ..........................................S-266
General ..................................................................S-266
The Swap Contract ........................................................S-266
The Swap Counterparty ....................................................S-267
S-3
YIELD AND MATURITY CONSIDERATIONS .........................................S-269
Yield Considerations .....................................................S-269
Weighted Average Life ....................................................S-272
USE OF PROCEEDS ...........................................................S-282
MATERIAL FEDERAL INCOME TAX CONSEQUENCES ..................................S-283
General ..................................................................S-283
Taxation of the Offered Certificates .....................................S-283
Taxation of the Swap Contract ............................................S-284
ERISA CONSIDERATIONS ......................................................S-286
LEGAL INVESTMENT ..........................................................S-289
METHOD OF DISTRIBUTION ....................................................S-289
LEGAL MATTERS .............................................................S-290
RATINGS ...................................................................S-291
INDEX OF DEFINED TERMS ....................................................S-292
ANNEX A-1 Certain Characteristics of the Mortgage Loans and Mortgaged
Properties ....................................................A-1
ANNEX A-1A Certain Characteristics of the Mortgage Loans and Mortgaged
Properties in Loan Group 1 .................................. A-1A
ANNEX A-1B Certain Characteristics of the Mortgage Loans and Mortgaged
Properties in Loan Group 2 .................................. A-1B
ANNEX A-2 Certain Information Regarding Multifamily Mortgaged
Properties ................................................... A-2
ANNEX A-3 Reserve Account Information ...................................A-3
ANNEX A-4 Commercial Tenant Schedule ................................... A-4
ANNEX A-5 Certain Characteristics of the Mortgage Loans and Mortgaged
Properties (Crossed and Portfolios) .......................... A-5
ANNEX B Form of Distribution Date Statement .......................... B-1
ANNEX C Class X-P Reference Rate Schedule ............................ C-1
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-4, CLASS A-5, CLASS A-PB, CLASS A-6 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 JUNE 4,
2005, WITH RESPECT TO 1 MORTGAGE LOAN AND JUNE 11, 2005, WITH RESPECT TO
91 OF THE 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 ONE (1) MORTGAGE LOAN, THE AMERICASMART MORTGAGE LOAN, IS PART OF A
SPLIT LOAN STRUCTURE WHERE ONE (1) COMPANION LOAN THAT IS PART OF THE
SPLIT LOAN STRUCTURE IS OR WILL BE PARI PASSU IN RIGHT OF ENTITLEMENT TO
PAYMENT WITH THE MORTGAGE LOAN. CERTAIN OTHER MORTGAGE LOANS ARE EACH
PART OF A SPLIT LOAN STRUCTURE IN WHICH THE RELATED COMPANION LOANS ARE
SUBORDINATE TO THE RELATED MORTGAGE LOANS. AMOUNTS ATTRIBUTABLE TO ANY
COMPANION LOAN WILL NOT BE ASSETS OF THE TRUST FUND AND WILL BE
BENEFICIALLY OWNED BY THE HOLDER OF SUCH COMPANION LOAN.
o ONE (1) MORTGAGE LOAN, THE CENTENNIAL TOWER MORTGAGE LOAN, IS DIVIDED
INTO A SENIOR POOLED COMPONENT AND TWO (2) SUBORDINATE NON-POOLED
COMPONENTS AND, UNLESS OTHERWISE STATED IN THIS PROSPECTUS SUPPLEMENT,
ALL REFERENCES TO THE PRINCIPAL BALANCE OF THE MORTGAGE LOANS IN THE
TRUST FUND AND RELATED INFORMATION (INCLUDING LOAN BALANCE PER SQUARE
FOOT AND DEBT SERVICE COVERAGE AND LOAN-TO-VALUE RATIOS) ARE REFERENCES
TO THE POOLED COMPONENT ONLY OF THE CENTENNIAL TOWER MORTGAGE 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-C19, 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.
<TABLE>
CLOSING DATE
CERTIFICATE PERCENTAGE
BALANCE OR OF CUT-OFF
NOTIONAL DATE POOL CREDIT
CLASS AMOUNT(1) BALANCE SUPPORT
- ----------------- -------------------- ------------ ------------
Class A-1 ....... $ 33,891,000 2.099% 30.000%
Class A-2 ....... $ 223,713,000 13.856% 30.000%
Class A-3 ....... $ 75,000,000 4.645% 30.000%
Class A-4 ....... $ 178,971,000 11.085% 30.000%
Class A-5 ....... $ 202,208,000 12.524% 30.000%
Class A-PB ...... $ 52,602,000 3.258% 30.000%
Class A-6 ....... $ 237,091,000 14.685% 30.000%
Class A-MFL ..... $ 80,727,000(4) 5.000% 20.000%
Class A-MFX ..... $ 80,727,000 5.000% 20.000%
Class A-J ....... $ 100,909,000 6.250% 13.750%
Class B ......... $ 40,363,000 2.500% 11.250%
Class C ......... $ 20,182,000 1.250% 10.000%
Class D ......... $ 32,291,000 2.000% 8.000%
Class A-1A ...... $ 126,705,000 7.848% 30.000%
Class E ......... $ 16,145,000 1.000% 7.000%
Class F ......... $ 20,182,000 1.250% 5.750%
Class G ......... $ 16,145,000 1.000% 4.750%
Class H ......... $ 20,182,000 1.250% 3.500%
Class J ......... $ 8,073,000 0.500% 3.000%
Class K ......... $ 8,073,000 0.500% 2.500%
Class L ......... $ 6,054,000 0.375% 2.125%
Class M ......... $ 4,036,000 0.250% 1.875%
Class N ......... $ 2,018,000 0.125% 1.750%
Class O ......... $ 4,036,000 0.250% 1.500%
Class P ......... $ 24,221,341 1.500% 0.000%
Class X-P ....... $1,555,777,000 N/A N/A
Class X-C ....... $1,614,545,341 N/A N/A
Class CT-1 ...... $ 9,000,000 N/A N/A
Class CT-2 ...... $ 13,000,000 N/A N/A
INITIAL WEIGHTED CASH FLOW
PASS-THROUGH PASS- AVERAGE OR PRINCIPAL EXPECTED
RATE THROUGH LIFE WINDOW S&P/FITCH
CLASS DESCRIPTION RATE (YEARS)(2) (MON./YR.)(2) RATING(3)
- ----------------- -------------- --------- ------------- --------------- -------------
Class A-1 ....... Fixed % 2.71 07/05-05/10 AAA/AAA
Class A-2 ....... Fixed % 4.96 05/10-06/10 AAA/AAA
Class A-3 ....... Fixed % 5.38 11/10-11/10 AAA/AAA
Class A-4 ....... Fixed % 5.96 06/11-06/11 AAA/AAA
Class A-5 ....... Fixed % 6.96 06/12-06/12 AAA/AAA
Class A-PB ...... Fixed % 7.55 06/10-01/15 AAA/AAA
Class A-6 ....... Fixed % 9.82 01/15-05/15 AAA/AAA
Class A-MFL ..... Floating(5) % 9.88 05/15-05/15 AAA/AAA(6)
Class A-MFX ..... Fixed % 9.88 05/15-05/15 AAA/AAA
Class A-J ....... Fixed % 9.95 05/15-06/15 AAA/AAA
Class B ......... Fixed % 9.96 06/15-06/15 AA/AA
Class C ......... Fixed(7) % 9.96 06/15-06/15 AA-/AA-
Class D ......... Fixed(7) % 9.96 06/15-06/15 A/A
Class A-1A ...... Fixed % (8) (8) AAA/AAA
Class E ......... WAC(7) % (8) (8) A-/A-
Class F ......... WAC(9) % (8) (8) BBB+/BBB+
Class G ......... WAC(9) % (8) (8) BBB/BBB
Class H ......... WAC(10) % (8) (8) BBB-/BBB-
Class J ......... Fixed(7) % (8) (8) BB+/BB+
Class K ......... Fixed(7) % (8) (8) BB/BB
Class L ......... Fixed(7) % (8) (8) BB-/BB-
Class M ......... Fixed(7) % (8) (8) B+/B+
Class N ......... Fixed(7) % (8) (8) B/B
Class O ......... Fixed(7) % (8) (8) B-/B-
Class P ......... Fixed(7) % (8) (8) NR/NR
Class X-P ....... WAC-IO(11) % (11) (11) AAA/AAA
Class X-C ....... WAC-IO(11) % (11) (11) AAA/AAA
Class CT-1 ...... Fixed(12) % (8) (8) BB-/B-
Class CT-2 ...... Fixed(12) % (8) (8) NR/NR
</TABLE>
- ----------
(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. and Fitch, Inc. See "RATINGS" in this
prospectus supplement.
(4) The certificate balance of the Class A-MFL certificates will be equal to
the certificate balance of the Class A-MFL regular interest. See
"DESCRIPTION OF THE SWAP CONTRACT" in this prospectus supplement.
(5) The pass-through rate applicable to the Class A-MFL certificates on each
distribution date will be a per annum rate equal to LIBOR plus %;
provided that interest payments on the Class A-MFL certificates will be
reduced on each distribution date by an amount corresponding to the
excess, if any, of (i) interest payments calculated on the principal
balance of the Class A-MFL certificates at % per annum over (ii)
interest payments calculated at a per annum rate equal to the applicable
weighted average net mortgage rate (calculated as described herein,
which, in the case of the Centennial Tower mortgage loan, is calculated
only with respect to the related pooled component and excludes the
related non-pooled components) for the distribution date. In addition,
under
S-6
certain circumstances described in this prospectus supplement, the
pass-through rate applicable to the Class A-MFL certificates may convert
to a fixed rate equal to % per annum, subject to a maximum pass-through
rate equal to the weighted average net mortgage rate (calculated as
described herein, which, in the case of the Centennial Tower mortgage
loan, is calculated only with respect to the related pooled component and
excludes the related non-pooled components) for the related date. The
initial LIBOR rate will be determined on , 2005, and subsequent LIBOR
rates will be determined 2 LIBOR business days before the start of the
related interest accrual period. See "DESCRIPTION OF THE SWAP
CONTRACT--The Swap Contract" and "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this prospectus supplement.
(6) The ratings assigned to the Class A-MFL certificates only reflect the
receipt of a fixed rate of interest at a rate of % per annum, subject to
a maximum pass-through rate equal to the weighted average net mortgage
rate (calculated as described herein, which, in the case of the
Centennial Tower mortgage loan, is calculated only with respect to the
related pooled component and excludes the related non-pooled components)
for the related date. See "RATINGS" in this prospectus supplement.
(7) The pass-through rates applicable to the 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, which, in the case of the Centennial Tower
mortgage loan, is calculated only with respect to the related pooled
component and excludes the related non-pooled components) for that date.
(8) 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.
(9) The pass-through rate applicable to the Class F and the Class G
certificates for any distribution date will be equal to the weighted
average net mortgage rate (calculated as described in this prospectus
supplement which, in the case of the Centennial Tower mortgage loan is
calculated only with respect to the related pooled component and excludes
the related non-pooled components) minus % for that date.
(10) The pass-through rate applicable to the Class H certificates for any
distribution date will be equal to the weighted average net mortgage rate
(calculated as described in this prospectus supplement which, in the case
of the Centennial Tower mortgage loan, is calculated only with respect to
the related pooled component and excludes the related non-pooled
components) for that date.
(11) 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.
(12) Because the Centennial Tower mortgage loan accrues interest on an
"actual/360" basis but the Class CT-1 and Class CT-2 certificates each
accrue interest on a "30/360" basis, the pass-through rate in certain
months on such classes may be higher or lower than indicated.
[ ] 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 , 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 the
mortgage loan seller, 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 SELLER...... Wachovia Bank, National Association. For more
information, see "DESCRIPTION OF THE MORTGAGE
POOL--The Mortgage Loan Seller" in this
prospectus supplement. The mortgage loan
seller 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
all of the mortgage loans to be included in
the trust fund.
THE MASTER SERVICER........... Wachovia Bank, National Association. The
master servicer is our affiliate, the mortgage
loan seller 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.
THE SPECIAL SERVICER.......... Initially, Clarion Partners, LLC. 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.
S-8
Some holders of certificates (initially the
holder of the Class P certificates with
respect to each mortgage loan other than the
Courtyard Marriott--Miami Beach, FL mortgage
loan and the Centennial Tower mortgage loan)
will have the right to replace the special
servicer and to select a representative who
may advise and direct the special servicer and
whose approval is required for certain actions
by the special servicer under certain
circumstances. With respect to the Courtyard
Marriott--Miami Beach, FL whole loan, the
holder of the subordinate companion loan
related to the whole loan may appoint or
remove the special servicer with respect to
the Courtyard Marriott--Miami Beach, FL whole
loan, subject to certain conditions. With
respect to the Centennial Tower whole loan,
initially the holder of the Class CT-2
Certificates may appoint or remove the special
servicer with respect to the Centennial Tower
whole loan, subject to certain conditions. It
is anticipated that ING Clarion Commercial
Mortgage Securitization Fund, L.P., an
affiliate of Clarion Partners, LLC, will
purchase certain non-offered classes of
certificates (including the Class P
certificates). See "SERVICING OF THE MORTGAGE
LOANS--The Master Servicer and the Special
Servicer" in this prospectus supplement.
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 SWAP COUNTERPARTY......... Wachovia Bank, National Association. The swap
counterparty is an affiliate of the mortgage
loan seller, the master servicer and an
affiliate of one of the underwriters. The long
term senior unsecured debt of the swap
counterparty is currently rated "A+" and "AA-"
by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. and
Fitch, Inc., respectively.
THE UNDERWRITERS.............. Wachovia Capital Markets, LLC, Citigroup
Global Markets Inc. and Credit Suisse First
Boston LLC. Wachovia Capital Markets, LLC is
our affiliate and is an affiliate of Wachovia
Bank, National Association, which is the master
servicer and the mortgage loan seller. Wachovia
Capital Markets, LLC is acting as sole lead
manager for this offering. Wachovia Capital
Markets, LLC is acting as sole bookrunner with
respect to the offered certificates. Citigroup
Global Markets Inc. and Credit Suisse First
Boston LLC are acting as co-managers for this
offering.
S-9
IMPORTANT DATES AND PERIODS
CLOSING DATE.................. On or about , 2005.
CUT-OFF DATE.................. For 91 mortgage loans, representing 97.4% of
the mortgage pool (80 mortgage loans in loan
group 1 or 97.2% and all of the mortgage loans
in loan group 2), June 11, 2005; and for 1
mortgage loan, representing 2.6% of the
mortgage pool (2.8% of loan group 1), June 4,
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.
DISTRIBUTION DATE............. The fourth business day following the related
determination date, commencing in July 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 July 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 13
classes of certificates of our Commercial
Mortgage Pass-Through Certificates, Series
2005-C19 pursuant to this prospectus
supplement:
Class A-1
Class A-2
Class A-3
Class A-4
Class A-5
Class A-PB
Class A-6
Class A-MFL
Class A-MFX
Class A-J
Class B
Class C
Class D
S-10
PRIORITY OF DISTRIBUTIONS..... On each distribution date, the owners of the
certificates (other than the Class CT-1 and
Class CT-2 certificates) will be entitled to
distributions of payments or other collections
on the mortgage loans (other than payments or
other collections allocable to the Centennial
Tower non-pooled components) 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-4,
Class A-5, Class A-PB, Class A-6 and Class A-1A
certificates, the mortgage pool will be deemed
to consist of 2 loan groups:
o Loan group 1 will consist of (i) all of the
mortgage loans that are not secured by
multifamily properties, and (ii) 6 mortgage
loans that are secured by multifamily
properties; and
o Loan group 2 will consist of 11 mortgage
loans that are secured by multifamily
properties.
Annex A to this prospectus supplement sets
forth the loan group designation for each
mortgage loan. The trustee will distribute
amounts to the extent that the money is
available, in the following order of priority,
to pay:
-----------------------------------------------
Interest, concurrently (i) pro rata, on the
Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-PB and Class A-6
certificates from the portion of money
available attributable to mortgage loans in
loan group 1, (ii) on the Class A-1A
certificates from the portion of money
available attributable to mortgage loans in
loan group 2, and (iii) pro rata, on the
Class X-C and Class X-P certificates from any
and all money attributable to the mortgage
pool; provided, however, if on any
distribution date, the money available on
such distribution date is insufficient to pay
in full the total amount of interest to be
paid to any of the classes as described
above, money available with respect to the
entire mortgage pool will be allocated among
all those classes pro rata.
----------------------------------------------
S-11
----------------------------------------------
Principal of the Class A-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 and Class A-PB 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
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.
----------------------------------------------
S-12
----------------------------------------------
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
relating 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-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.
----------------------------------------------
----------------------------------------------
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, Class A-2, Class A-3 and Class A-4
certificates as set forth in the immediately
preceding priorities, principal of the Class
A-5 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,
Class A-3 and Class A-4 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-PB,
Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 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-PB,
Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 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-1,
Class A-2, Class A-3, Class A-4, Class A-5
and Class A-PB certificates as set forth in
the immediately preceding priorities,
principal of the Class A-6 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, Class A-3, Class A-4
and Class A-5 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 certificate
balances of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-PB and
Class A-6 certificates have each 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-4, Class A-5, Class A-PB and
Class A-6 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-4, Class A-5, Class A-PB,
Class A-6 and Class A-1A certificates, pro
rata, for any realized loss and trust fund
expenses borne by such classes.
----------------------------------------------
S-14
----------------------------------------------
Interest, pro rata, on the Class A-MFL
regular interest and
the Class A-MFX certificates.
----------------------------------------------
----------------------------------------------
Principal, pro rata, on the Class A-MFL
regular interest and the Class A-MFX
certificates until their respective
certificate balances are reduced to zero.
----------------------------------------------
----------------------------------------------
Reimbursement to the Class A-MFL regular
interest and the Class A-MFX certificates,
pro rata, for any realized losses and trust
fund expenses borne by such regular interest
or certificates.
----------------------------------------------
----------------------------------------------
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.
----------------------------------------------
----------------------------------------------
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.
----------------------------------------------
S-15
----------------------------------------------
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-MFL regular interest
and the Class A-MFX 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-4, Class A-5, Class A-PB,
Class A-6 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 A-4, Class A-5, Class A-PB, Class A-6
and Class A-1A certificates. See "DESCRIPTION
OF THE CERTIFICATES--Distributions" in this
prospectus supplement.
On each distribution date, amounts available
in respect of the Centennial Tower senior
non-pooled component (net of administrative
costs and fees) will be distributed in respect
of the principal of, and interest on, the
Class CT-1 certificates.
The Centennial Tower senior non-pooled
component will support only the Class CT-1
certificates and amounts allocated to such
component will not be part of funds available
for distributions to holders of the other
certificates.
On each distribution date, amounts available
in respect of the Centennial Tower junior
non-pooled component (net of administrative
costs and fees) will be distributed in respect
of the principal of, and interest on, the
Class CT-2 certificates.
S-16
The Centennial Tower junior non-pooled
component will support only the Class CT-2
certificates and amounts allocated to such
component will not be part of funds available
for distributions to holders of the other
certificates.
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 A-MFL, Class
Z, Class R-I and Class R-II certificates) and
Class A-MFL regular interest will be entitled
to receive:
o for each class of these certificates and
the Class A-MFL regular interest, 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 or the
Class A-MFL regular interest immediately
prior to that distribution date;
o plus any interest that this class of
certificates or the Class A-MFL regular
interest 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 (or, in
the case of the Class CT-1 certificates,
the Centennial Tower senior non-pooled
component and, in the case of the Class
CT-2 certificates, the Centennial Tower
junior non-pooled component) 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 (or,
in the case of the Class CT-1 certificates,
the Centennial Tower senior non-pooled
component and, in the case of the Class
CT-2 certificates, the Centennial Tower
junior non-pooled component) 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-4, Class A-5, Class A-PB,
Class A-6, 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-4,
Class A-5, Class A-PB and Class A-6
certificates will be based upon amounts
available relating to mortgage loans in loan
group 1 and interest distributions on
S-17
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
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 A-MFL,
Class Z, Class R-I and Class R-II
certificates) and the Class A-MFL regular
interest will accrue interest on the basis of
a 360-day year consisting of twelve 30-day
months. The Class A-MFL certificates will
accrue interest on the basis of a 360-day year
and the actual number of days in the related
interest accrual period, provided that if the
pass-through rate converts to a fixed rate as
described in this prospectus supplement, the
Class A-MFL certificates will accrue interest
on the same basis as the Class A-MFL regular
interest.
The interest accrual period with respect to
any distribution date and any class of
certificates (other than the Class A-MFL,
Class Z, Class R-I and Class R-II
certificates) and the Class A-MFL regular
interest is the calendar month preceding the
month in which such distribution date occurs.
The interest accrual period with respect to
the Class A-MFL certificates is the period
from and including the distribution date in
the month preceding the month in which the
related distribution date occurs (or, in the
case of the first distribution date, the
closing date) to but excluding the related
distribution date, calculated on the basis of
the actual number of days in such interest
accrual period and assuming each year has 360
days, provided that if the pass through rate
converts to a fixed rate as described in this
prospectus supplement, such interest accrual
period and interest calculation method will be
the same as that of the related underlying
regular interest.
As reflected in the chart under "--Priority of
Distributions" beginning on page S-[ ] 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-4, Class A-5, Class A-PB, Class A-6 and
Class A-1A certificates as described above
under "--Priority of Distributions", and
then to each
S-18
other class of offered certificates in
order of priority of payment; 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 or
regular interest 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 (excluding the interest rate and
component principal balance of the Centennial
Tower non-pooled components) included in the
trust fund as of the beginning of the related
collection period, weighted on the basis of
their respective stated principal balances
(excluding, with respect to the Centennial
Tower mortgage loan, the component principal
balance of the non-pooled components of the
Centennial Tower mortgage loan) immediately
following the preceding distribution date;
provided that, for the purpose of determining
the weighted average net mortgage rate only,
if the mortgage rate for any mortgage loan
included in the trust fund has been modified
in connection with a bankruptcy or similar
proceeding involving the related borrower or a
modification, waiver or amendment granted or
agreed to by the special servicer, the
weighted average net mortgage rate for that
mortgage loan will be calculated without
regard to that event. The net mortgage rate
for each mortgage loan included in the trust
fund (which, in the case of the Centennial
Tower mortgage loan, excludes the Centennial
Tower non-pooled components) 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.
S-19
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" and the Class A-MFL regular
interest will have a certificate balance equal
to the certificate balance of the Class A-MFL
certificates. The certificate balance for each
class of certificates and the Class A-MFL
regular interest 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 or the Class A-MFL
regular interest may be increased in certain
circumstances by the allocation of any
increase in the stated principal balance of
any mortgage loan resulting from the reduction
of the related mortgage rate through
modification. See "DESCRIPTION OF THE
CERTIFICATES--Certificate Balances and
Notional Amounts" in this prospectus
supplement.
The Class X-C and Class X-P certificates do
not have principal balances and will not
receive distributions of principal.
S-20
As reflected in the chart under "--Priority of
Distributions" above:
o generally, the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-PB and
Class A-6 certificates will only be
entitled to receive distributions of
principal collected or advanced in respect
of mortgage loans (or, with respect to the
Centennial Tower mortgage loan, only the
pooled component) 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-6 certificates has been reduced to zero;
provided, however, the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5 and
Class A-6 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 and regular interests 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 or regular interest
to the extent funds remain after the
trustee makes all distributions of
principal and interest on those classes of
certificates and regular interests with a
higher priority of distribution as
described under "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement;
o generally, no class of certificates or
regular interest is entitled to
distributions of principal until the
certificate balance of each class of
certificates or regular interest 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 the Class A-MFL regular
interest or holders of the Class A-MFX,
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
A-3, Class A-4, Class A-5, Class A-PB,
Class A-6 and Class A-1A certificates have
all been reduced to zero; and
S-21
o on any distribution date, distributions in
reduction of the certificate balance of the
Class A-MFL certificates will be made in an
amount equal to the amount of principal
distributed in respect of the Class A-MFL
regular interest.
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-4,
Class A-5, Class A-PB, Class A-6 and Class
A-1A certificates, the principal
distribution amount for each loan group on
any distribution date will be equal to the
sum of the collections specified above but
only to the extent such amounts relate to
the mortgage loans comprising the specified
loan group.
However, if the master servicer or the trustee
reimburses itself out of general collections
on the mortgage pool for any advance that it
or the special servicer has determined is not
recoverable out of collections on the related
mortgage loan (including with respect to the
Centennial Tower non-pooled components) and
certain advances that are determined not to be
reimbursed currently in connection with the
work-out of a mortgage loan (including with
respect to the Centennial Tower non-pooled
components), those 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 (with respect to the Centennial
Tower mortgage loan, first, out of principal
payments and collections distributable on the
Class CT-2 certificates, second, out of
principal payments and collections
distributable on the Class CT-1 certificates,
and then, to the extent not sufficient, out of
principal payments and collections
distributable on the principal balance
certificates), prior to, in the
S-22
case of nonrecoverable advances only, being
deemed reimbursed out of payments and other
collections of interest otherwise
distributable on the offered certificates.
SUBORDINATION; ALLOCATION OF
LOSSES AND CERTAIN EXPENSES... Credit support for any class of certificates
(other than the Class Z, Class R-I, Class R-II,
Class CT-1 and Class CT-2 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 A-3, Class A-4,
Class A-5, Class A-PB, Class A-6, and Class
A-1A certificates, the Class A-MFL
Certificates, the Class A-MFX Certificates and
the Class A-J Certificates and, with respect to
the Class A-MFL and Class A-MFX Certificates,
the Class A-J certificates, and with respect to
the Centennial Tower pooled component, the
Class CT-1 and CT-2 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) or a
regular interest 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 or
regular interest on that distribution date. In
addition, while mortgage loan losses will not
be directly allocated to the Class A-MFL
certificates, mortgage loan losses may be
allocated to the Class A-MFL regular interest
in reduction of the certificate balance of the
Class A-MFL regular interest and the amount of
its interest entitlement, respectively. Any
decrease in the certificate balance of the
Class A-MFL regular interest will result in a
corresponding decrease in the certificate
balance of the Class A-MFL certificates and any
interest shortfalls suffered by the Class A-MFL
regular interest will reduce the amount of
interest distributed on the Class A-MFL
certificates to the extent described in this
prospectus supplement.
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.
S-23
<TABLE>
ORDER OF
PERCENTAGE APPLICATION
ORIGINAL OF CUT-OFF OF LOSSES
CERTIFICATE DATE POOL AND
CLASS DESIGNATION BALANCE BALANCE EXPENSES
- ------------------------------- --------------- ------------ ------------
Class A-1 ................... $ 33,891,000 2.099% 7
Class A-2 ................... $223,713,000 13.856% 7
Class A-3 ................... $ 75,000,000 4.645% 7
Class A-4 ................... $178,971,000 11.085% 7
Class A-5 ................... $202,208,000 12.524% 7
Class A-PB .................. $ 52,602,000 3.258% 7
Class A-6 ................... $237,091,000 14.685% 7
Class A-1A .................. $126,705,000 7.848% 7
Class A-MFL ................. $ 80,727,000 5.000% 6
Class A-MFX ................. $ 80,727,000 5.000% 6
Class A-J ................... $100,909,000 6.250% 5
Class B ..................... $ 40,363,000 2.500% 4
Class C ..................... $ 20,182,000 1.250% 3
Class D ..................... $ 32,291,000 2.000% 2
Other non-offered
certificates (excluding
the Class A-1A,
Class R-I, Class R-II,
Class X-C, Class X-P,
Class CT-1* and Class
CT-2* certificates) ....... $129,165,341 8.000% 1
</TABLE>
----------
* The Class CT-1 and the Class CT-2
certificates have been excluded for
purposes of this table; mortgage loan
losses and additional trust fund
expenses on the mortgage loans will not
be allocated to the Class CT-1 and the
Class CT-2 certificates other than
mortgage loan losses and additional
trust fund expenses with respect to the
Centennial Tower mortgage loan.
Any losses realized on the mortgage loans
included in the trust fund or additional trust
fund expenses allocated in reduction of the
certificate balance of any class of sequential
pay certificates or regular interest will
result in a corresponding reduction in the
notional amount of the Class X-C certificates
and, with respect to the Class A-2, Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6,
Class A-MFL, Class A-MFX, 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 loan with a pari passu companion
loan, any losses and expenses that are
associated with the whole loan will be
allocated in accordance with the terms of the
intercreditor agreement, pro rata between the
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 pari passu companion
loan. Further, with regard to the mortgage
loans with subordinate companion loans, any
losses
S-24
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-C19 certificates in the manner described
above. The portion of any losses and expenses
that is allocated to the Centennial Tower
mortgage loan will be allocated (i) first to
the Centennial Tower junior non-pooled
component (and therefore to the Class CT-2
certificates) until the component principal
balance of the Centennial Tower junior
non-pooled component has been reduced to zero,
and (ii) second to the Centennial Tower senior
non-pooled component (and therefore to the
Class CT-1 certificates) until the component
principal balance of the Centennial Tower
senior non-pooled component has been reduced
to zero before being allocated among the other
classes of Series 2005-C19 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 (other than the
Class A-MFL certificates), the Class A-MFL
regular interest 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 (other than the Class A-MFL
certificates), the Class A-MFL regular
interest 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
S-25
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 (or regular interest) 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 foregoing entitlements.
For so long as the swap contract is in effect
and there is no continuing payment default
under that swap contract, any prepayment
premium or yield maintenance charge
distributable in respect of the Class A-MFL
regular interest will be payable to the swap
counterparty pursuant to the terms of the swap
contract. If the swap contract is no longer in
effect or if there is a continuing payment
default related to the swap contract, any
yield maintenance charges allocable to the
Class A-MFL regular interest will be paid to
the holders of the Class A-MFL certificates.
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 June 2012, 45%
to the holders of the Class X-P certificates
and 55% 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 (other than the Class
A-MFL certificates), the Class A-MFL regular
interest 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.
S-26
EXAMPLES OF ALLOCATION OF PREPAYMENT PREMIUMS OR
YIELD MAINTENANCE CHARGES
<TABLE>
Mortgage interest rate ......................... 8%
Pass-through rate for applicable class ......... 6%
Discount rate .................................. 5%
</TABLE>
<TABLE>
ALLOCATION
PERCENTAGE FOR ALLOCATION PERCENTAGE ALLOCATION PERCENTAGE
APPLICABLE CLASS FOR CLASS X-P FOR CLASS X-C
- --------------------- ----------------------- ----------------------
6% - 5% = 33 1/3% (100% - 33 1/3%) x (100% - 33 1/3%) x
-------
8% - 5% 45% = 30% 55% = 362/3%
</TABLE>
Any yield maintenance charges allocable to the
senior non-pooled component of the Centennial
Tower mortgage loan will be distributed to the
holders of the Class CT-1 Certificates.
Any yield maintenance charges allocable to the
junior non-pooled component of the Centennial
Tower mortgage loan will be distributed to the
holders of the Class CT-2 Certificates.
See "DESCRIPTION OF THE CERTIFICATES--
Distributions--Allocation of Prepayment
Premiums and Yield Maintenance Charges" and
"--The Class CT-1 and Class CT-2 Certificates
and the Centennial Tower Non-Pooled Components"
in this prospectus supplement.
ALLOCATION OF
ADDITIONAL INTEREST........... On each distribution date, any additional
interest collected in respect of a mortgage
loan in the trust fund with an anticipated
repayment date during the related collection
period will be distributed to the holders of
the Class Z certificates. In each case, 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 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. In addition, the master
servicer will be required to make interest
advances, but not principal advances, with
respect to delinquent scheduled payments on the
Centennial Tower non-pooled components unless
the master servicer determines that this
advance would not be recoverable from the
proceeds of the Centennial Tower whole loan
(specifically)
S-27
both the related pooled and non-pooled
components) but no other mortgage loan in the
trust fund.
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 (including on
interest advances, but not on principal
advances, with respect to the Centennial Tower
non-pooled components) 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 a
principal and interest cash advance with
respect to any subordinate companion loan.
Additionally, the trustee will not be required
to make a principal and interest cash advance
with respect to any companion loan. Neither
the master servicer nor the trustee will be
required to advance any amounts due to be paid
by the swap counterparty for a distribution to
the Class A-MFL certificates. 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 (including the
non-pooled components of the Centennial Tower
mortgage loan) is less than 1.0% of the
aggregate principal balance of the pool of
mortgage loans (including the non-pooled
components of the Centennial Tower mortgage
loan) included in the trust fund as of the
cut-off date. See "DESCRIPTION OF THE
CERTIFICATES--Termination" in this prospectus
supplement and in the accompanying prospectus.
The trust fund may also be terminated when the
Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-PB, Class A-6, Class A-1A,
Class A-MFL, Class A-MFX, 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
S-28
CERTIFICATES--Termination" in this prospectus
supplement.
REGISTRATION AND
DENOMINATION.................. The offered certificates will initially be
registered in the name of Cede & Co., as
nominee for The Depository Trust Company in the
United States, or in Europe through Clearstream
Banking societe anonyme or Euroclear Bank S.A./
N.V., as operator of the Euroclear System. You
will not receive a definitive certificate
representing your interest in the trust fund,
except in the limited circumstances described
in the accompanying prospectus. See
"DESCRIPTION OF THE CERTIFICATES--Book-Entry
Registration and Definitive Certificates" in
the accompanying prospectus.
Beneficial interests in the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class
A-PB, Class A-6, Class A-MFL, Class A-MFX,
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"). In addition, a separate REMIC election
will also be made with respect to the
Centennial Tower mortgage loan (the "Component
Mortgage Loan REMIC", and together with REMIC I
and REMIC II, each a "REMIC"). The offered
certificates (other than the Class A-MFL
certificates) and the Class A-MFL regular
interest 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 the Component Mortgage Loan REMIC
and REMIC I, and the Class R-II certificates
will represent the residual interests in REMIC
II. The Class A-MFL certificates will represent
an undivided interest in a portion of the trust
fund that is treated as a grantor trust (as
described under "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES" in this prospectus supplement)
for United States federal income tax purposes,
which portion includes the Class A-MFL regular
interest, the floating rate account and the
beneficial interest of such class in the swap
contract. 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.
S-29
The offered certificates (other than the Class
A-MFL certificates) and the Class A-MFL
regular interest will be treated as newly
originated debt instruments for federal income
tax purposes. You will be required to report
income with respect to the offered
certificates using the accrual method of
accounting, even if you otherwise use the cash
method of accounting. It is anticipated that
the Class certificates will be treated as
having been issued at a premium, that the
Class certificates will be treated as having
been issued with a de minimis amount of
original issue discount and that the Class
certificates will be treated as having been
issued with original issue discount for
federal income tax reporting purposes.
For further information regarding the federal
income tax consequences of investing in the
offered certificates, see "MATERIAL FEDERAL
INCOME TAX CONSEQUENCES" in this prospectus
supplement and in the accompanying prospectus.
ERISA CONSIDERATIONS.......... Subject to important considerations described
under "ERISA CONSIDERATIONS" in this prospectus
supplement and the accompanying prospectus, the
following certificates may be eligible for
purchase by persons investing assets of
employee benefit plans, individual retirement
accounts, or other retirement plans and
accounts:
Class A-1
Class A-2
Class A-3
Class A-4
Class A-5
Class A-PB
Class A-6
Class A-MFL
Class A-MFX
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, Citigroup
Globals Markets Inc. and Credit Suisse First
Boston LLC by the U.S. Department of Labor.
See "ERISA CONSIDERATIONS" in this prospectus
supplement and in the accompanying prospectus.
In particular, fiduciaries of plans
contemplating a purchase of the Class A-MFL
certificates should review the additional
requirements for purchases of Class A-MFL
certificates by plans, as discussed under
"ERISA CONSIDERATIONS" in this prospectus
supplement.
S-30
LEGAL INVESTMENT.............. The offered certificates (except for the
Class D certificates) will constitute "mortgage
related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of
1984, as amended ("SMMEA"), so long as they are
rated in one of the two highest rating
categories by Fitch or S&P or another
nationally-recognized statistical rating
organization. The other classes of certificates
will not constitute "mortgage related
securities" for purposes of SMMEA. 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.
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. and
Fitch, Inc.:
EXPECTED RATING
CLASS FROM S&P/FITCH
--------------------------- ----------------
Class A-1 ................. AAA/AAA
Class A-2 ................. AAA/AAA
Class A-3 ................. AAA/AAA
Class A-4 ................. AAA/AAA
Class A-5 ................. AAA/AAA
Class A-PB ................ AAA/AAA
Class A-6 ................. AAA/AAA
Class A-MFL ............... AAA/AAA
Class A-MFX ............... AAA/AAA
Class A-J ................. AAA/AAA
Class B ................... AA/AA
Class C ................... AA-/AA-
Class D ................... A/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. With respect to the Class A-MFL
certificates, Fitch Inc. and Standard & Poor's
Ratings Services, a division of The
McGraw-Hill Companies, Inc. are only rating
the receipt of interest up to the fixed per
annum rate (subject to a maximum rate equal to
the applicable weighted average net mortgage
rate) applicable to the Class A-MFL regular
interest. The ratings of the
S-31
Class A-MFL certificates do not represent any
assessment as to whether the floating interest
rate on such certificates will convert to a
fixed rate. These ratings do not constitute a
rating with respect to the likelihood of the
receipt of payments to be made by the swap
counterparty or any interest rate reductions
or increases contemplated in this prospectus
supplement. The ratings of Standard & Poor's
Rating Services, a division of The McGraw-Hill
Companies, Inc. do not address any short falls
or delays in payment that investors in the
Class A-MFL certificates may experience as a
result of the conversion of the pass-through
rate on the Class A-MFL certificates from a
floating interest rate to a fixed rate. The
ratings of Fitch, Inc. with respect to the
Class A-MFL certificates address only the
receipt of interest at the fixed per annum
rate applicable to the underlying regular
interest. 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/pad/unit/room,
loan-to-value ratios and debt service coverage
ratios) with respect to the 4 mortgage loans
with subordinate companion loans and the
mortgage loan with non-pooled components is
calculated without regard to the related
subordinate companion loans or non-pooled
components, as the case may be. Unless,
otherwise specified, the calculations of loan
balance per square foot/pad/unit/ room,
loan-to-value ratios and debt service coverage
ratios were based on the aggregate
indebtedness of these mortgage loans
(excluding the Centennial Tower non-pooled
components) and the related pari passu
companion loans, if any (but not any
subordinate companion loans). All percentages
of the mortgage loans, or any specified group
of mortgage loans, referred to in this
prospectus supplement are approximate
percentages.
The totals in the following tables may not add
up to 100% due to rounding.
<TABLE>
ALL MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2
-------------- --------- --------
Number of mortgage
loans .............. 92 81 11
Number of crossed loan
pools(1) ........... 4 4 1
Number of mortgaged
properties ......... 99 86 13
</TABLE>
S-32
<TABLE>
ALL MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2
--------------------- --------------------- --------------------
Aggregate balance of all
mortgage loans ............. $1,614,545,341 $1,487,839,573 $126,705,768
Number of mortgage loans
with balloon
payments(2) ................ 48 39 9
Aggregate balance of
mortgage loans with
balloon payments(2) ........ $741,073,341 $654,817,573 $86,255,768
Number of mortgage loans
with anticipated
repayment dates(3) ......... 0 0 0
Aggregate balance of
mortgage loans with
anticipated repayment
dates(3) ................... $ 0 $ 0 $ 0
Number of fully
amortizing mortgage
loans ...................... 0 0 0
Aggregate balance of fully
amortizing mortgage
loans ...................... $ 0 $ 0 $ 0
Number of non-amortizing
mortgage loans ............. 44 42 2
Aggregate balance of
non-amortizing
mortgage loans ............. $873,472,000 $833,022,000 $40,450,000
Minimum Balance of
Mortgage Loans ............. $ 1,350,000 $ 1,350,000 $ 4,995,066
Maximum Balance of
Mortgage Loans ............. $204,817,319 $204,817,319 $33,000,000
Average Balance of
Mortgage Loans ............. $ 17,549,406 $ 18,368,390 $11,518,706
Maximum balance for a
group of
cross-collateralized and
cross-defaulted loans ...... $53,000,000 (4) $53,000,000 (4) $7,450,000 (5)
Weighted average cut-off
date loan-to-value ratio.... 68.8% 68.6% 71.7%
Minimum cut-off date
loan-to-value ratio ........ 30.7% 30.7% 51.4%
Maximum cut-off date
loan-to-value ratio ........ 80.3% 80.3% 79.3%
Weighted average
underwritten debt
service coverage ratio ..... 1.66x 1.69x 1.30x
Minimum underwritten
debt service coverage
ratio ...................... 1.20x 1.20x 1.20x
Maximum underwritten
debt service coverage
ratio ...................... 3.00x 3.00x 1.48x
Weighted average
loan-to-value ratio at
stated maturity or
anticipated repayment
date ....................... 64.8% 64.8% 64.9%
Weighted average
mortgage interest rate ..... 5.411% 5.406% 5.467%
Minimum mortgage
interest rate .............. 4.750% 4.750% 5.140%
Maximum mortgage
interest rate .............. 6.730% 6.730% 5.670%
</TABLE>
S-33
<TABLE>
ALL MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2
------------- --------- ----------
Weighted average
remaining term to
maturity or anticipated
repayment date
(months) .................. 97 97 100
Minimum remaining term
to maturity or
anticipated repayment
date (months) ............. 59 59 59
Maximum remaining term
to maturity or
anticipated repayment
date (months) ............. 180 180 120
Weighted average
occupancy rate(6) ......... 96.4% 96.7% 93.9%
</TABLE>
----------
(1) One (1) group of crossed loan pools
consist 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 3 individual
mortgage loans (loan numbers 16, 21 and
54).
(5) Loan group 2 contains 1 mortgage loan
(loan number 46), which is crossed with
1 mortgage loan (loan number 51) in loan
group 1.
(6) Excludes 6 mortgage loans secured by
hospitality properties, representing
3.8% of the mortgage pool (4.1% of loan
group 1).
NON-POOLED COMPONENTS, THE CLASS
CT-1 AND CLASS CT-2
CERTIFICATES................. The Centennial Tower mortgage loan will be
deemed to be split into a senior pooled
component with a principal balance of
$45,000,000, representing 2.8% of the mortgage
pool (3.0% of loan group 1), that supports
distributions on the certificates (other than
the Class CT-1 and Class CT-2 certificates), a
senior subordinate non-pooled component, with a
principal balance of $9,000,000, that supports
distributions only on the Class CT-1
certificates, which are not being offered by
this prospectus supplement, and a junior
subordinate non-pooled component, with a
principal balance of $13,000,000, that supports
distributions only on the Class CT-2
certificates, which are not being offered by
this prospectus supplement. The aggregate
principal balance of the Centennial Tower
mortgage loan (including the subordinate
non-pooled components) as of the cut-off date
will be $67,000,000. See "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage
Loans--Centennial Tower" in this prospectus
supplement. All principal and interest
collections on the Centennial Tower mortgage
loan will be distributed as described in this
prospectus supplement and as more particularly
described in the pooling and servicing
agreement. See "DESCRIPTION OF THE
CERTIFICATES--Distributions" in this
prospectus supplement. For purposes of the
statistical information in this prospectus
supplement,
S-34
unless otherwise noted, all numbers and
statistical information include only the
pooled component of the Centennial Tower
mortgage loan. Generally, the subordination of
the non-pooled components of the Centennial
Tower mortgage loan decreases the
loan-to-value ratio and increases the debt
service coverage ratio of the pooled component
of the Centennial Tower mortgage loan included
as a "mortgage loan" in this prospectus
supplement because those ratios are based only
on the pooled component of the Centennial
Tower mortgage loan. All principal and
interest collections on the Centennial Tower
mortgage loan will be allocated between the
pooled component and non-pooled components as
described in "DESCRIPTION OF THE
CERTIFICATES--Distributions--The Class CT-1
and Class CT-2 Certificates and the Centennial
Tower Non-Pooled Components" in this
prospectus supplement. Interest on the pooled
component and non-pooled components will
accrue on the balance of such components at a
per annum rate equal to the net mortgage rate
in effect for the Centennial Tower mortgage
loan as of the beginning of the related
collection period.
Although the non-pooled components of the
Centennial Tower mortgage loan will be part of
the trust fund, the senior non-pooled
component supports only the Class CT-1
certificates and the junior non-pooled
component supports only the Class CT-2
certificates, and those certificates are not
being offered pursuant to this prospectus
supplement.
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.
S-35
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)
<TABLE>
AGGREGATE
NUMBER OF CUT-OFF PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
MORTGAGED DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- ------------------------------- ------------ ----------------- --------------- ----------------- ----------------
Retail ........................ 58 $ 706,166,641 43.7% 47.5% 0.0%
Retail -- Anchored ........... 54 680,824,641 42.2 45.8 0.0
Retail -- Unanchored ......... 4 25,342,000 1.6 1.7 0.0
Office ........................ 9 418,945,000 25.9 28.2 0.0
Special Purpose ............... 1 204,817,319 12.7 13.8 0.0
Multifamily ................... 19 191,234,388 11.8 4.3 100.0
Hospitality ................... 6 61,543,067 3.8 4.1 0.0
Mobile Home Park .............. 1 10,700,000 0.7 0.7 0.0
Self Storage .................. 2 10,043,039 0.6 0.7 0.0
Mixed Use ..................... 2 6,700,000 0.4 0.5 0.0
Land(2) ....................... 1 4,395,887 0.3 0.3 0.0
-- -------------- ----- ----- -----
TOTAL ........................ 99 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
- ----------
(1) Because this table presents information relating to the mortgaged
properties and not the mortgage loans, the information for mortgage loans
secured by more than one mortgaged property is based on allocated loan
amounts (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) Specifically, the fee interest in land which the ground tenant has
improved and leased as a retail center. The retail center is not part of
the loan collateral, and the source of funds for loan repayment is the
ground rent payments made to the related borrower.
[PIE CHART]
[GRAPHIC OMITTED]
RETAIL LAND MIXED USE SELF STORAGE MOBILE HOME PARK
43.7% 0.3% 0.4% 0.6% 0.7%
HOSPITALITY MULTIFAMILY SPECIAL PURPOSE OFFICE
3.8% 11.8% 12.7% 25.9%
S-36
GEOGRAPHIC CONCENTRATIONS..... The mortgaged properties are located
throughout 26 states. 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)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE POOL BALANCE
- ----------------------- ------------ ----------------- --------------
GA .................. 6 $ 274,583,385 17.0%
NY .................. 5 227,588,067 14.1
CA .................. 9 148,800,000 9.2
Southern(2) ......... 5 99,789,000 6.2
Northern(2) ......... 4 49,011,000 3.0
VA .................. 11 144,978,000 9.0
MN .................. 3 144,006,000 8.9
WA .................. 8 110,641,000 6.9
CO .................. 4 84,149,000 5.2
TX .................. 4 80,106,000 5.0
Other ............... 49 399,693,889 24.8
-- -------------- -----
TOTAL ............... 99 $1,614,545,341 100.0%
== ============== =====
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (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-37
LOAN GROUP 1
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE GROUP 1 BALANCE
- ----------------------- ------------ ----------------- ----------------
GA .................. 5 $ 269,588,319 18.1%
NY .................. 5 227,588,067 15.3
MN .................. 3 144,006,000 9.7
CA .................. 7 134,050,000 9.0
Southern(2) ......... 4 92,339,000 6.2
Northern(2) ......... 3 41,711,000 2.8
VA .................. 9 123,478,000 8.3
CO .................. 4 84,149,000 5.7
TX .................. 4 80,106,000 5.4
Other ............... 49 424,874,187 28.6
-- -------------- -----
TOTAL ............... 86 $1,487,839,573 100.0%
== ============== =====
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (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)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE GROUP 2 BALANCE
- -------------------- ------------ -------------- ----------------
WA ............... 5 $ 67,267,000 53.1%
VA ............... 2 21,500,000 17.0
CA ............... 2 14,750,000 11.6
Southern(2) ...... 1 7,450,000 5.9
Northern(2) ...... 1 7,300,000 5.8
IN ............... 1 6,400,000 5.1
Other ............ 3 16,788,768 13.3
- ------------ -----
TOTAL ............ 13 $126,705,768 100.0%
== ============ =====
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (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-38
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 either the 4th
day of the month or the 11th 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, 78 of the mortgage
loans, representing 96.8% of the mortgage
pool (67 mortgage loans in loan group 1 or
96.5% and all mortgage loans in loan group
2), accrue interest on an actual/360 basis
and 14 of the mortgage loans, representing
3.2% of the mortgage pool (3.5% of loan
group 1), accrue interest on a 30/360
basis. Twenty-two (22) of the mortgage
loans, representing 19.0% of the mortgage
pool (17 mortgage loans in loan group 1 or
16.5% and 5 mortgage loans in loan group 2
or 48.4%), have periods during which only
interest is due and periods in which
principal and interest are due. Forty-four
(44) of the mortgage loans, representing
54.1% of the mortgage pool (42 mortgage
loans in loan group 1 or 56.0% and 2
mortgage loans in loan group 2 or 31.9%),
provide that only interest is due until
maturity or the anticipated repayment date.
The following tables set forth additional
characteristics of the mortgage loans that we
anticipate to be included in the trust fund as
of the cut-off date:
S-39
RANGE OF CUT-OFF DATE BALANCES
<TABLE>
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
BALANCES ($) OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- ----------------------------------- ---------- ----------------- --------------- ----------------- ----------------
<= 2,000,000 ...................... 1 $ 1,350,000 0.1% 0.1% 0.0%
2,000,001 -- 3,000,000 ............ 7 20,009,000 1.2 1.3 0.0
3,000,001 -- 4,000,000 ............ 17 60,391,000 3.7 4.1 0.0
4,000,001 -- 5,000,000 ............ 8 36,493,870 2.3 2.1 3.9
5,000,001 -- 6,000,000 ............ 5 28,155,038 1.7 1.5 4.4
6,000,001 -- 7,000,000 ............ 6 39,590,702 2.5 1.8 9.9
7,000,001 -- 8,000,000 ............ 4 30,100,000 1.9 1.0 11.6
8,000,001 -- 9,000,000 ............ 2 16,904,641 1.0 0.5 6.9
9,000,001 -- 10,000,000 ........... 2 19,543,067 1.2 1.3 0.0
10,000,001 -- 15,000,000 .......... 11 141,998,000 8.8 7.8 20.7
15,000,001 -- 20,000,000 .......... 7 115,010,704 7.1 7.7 0.0
20,000,001 -- 25,000,000 .......... 5 108,010,000 6.7 5.9 16.3
25,000,001 -- 30,000,000 .......... 3 80,411,000 5.0 5.4 0.0
30,000,001 -- 35,000,000 .......... 3 96,904,000 6.0 4.3 26.0
35,000,001 -- 40,000,000 .......... 1 37,100,000 2.3 2.5 0.0
40,000,001 -- 45,000,000 .......... 3 129,000,000 8.0 8.7 0.0
45,000,001 -- 50,000,000 .......... 2 95,007,000 5.9 6.4 0.0
50,000,001 -- 55,000,000 .......... 1 50,595,000 3.1 3.4 0.0
70,000,001 -- 75,000,000 .......... 1 75,000,000 4.6 5.0 0.0
80,000,001 -- 204,817,319 ......... 3 432,972,319 26.8 29.1 0.0
-- -------------- ----- ----- -----
TOTAL ............................ 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
RANGE OF MORTGAGE RATES
<TABLE>
AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
RANGE OF MORTGAGE NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
RATES (%) OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- ------------------------ ---------- ----------------- --------------- ----------------- ----------------
4.750 -- 5.249 ......... 27 $ 563,094,702 34.9% 36.4% 16.9%
5.250 -- 5.499 ......... 38 471,451,686 29.2 28.7 35.0
5.500 -- 5.749 ......... 13 442,658,205 27.4 25.7 48.1
5.750 -- 5.999 ......... 10 55,497,680 3.4 3.7 0.0
6.000 -- 6.249 ......... 1 45,000,000 2.8 3.0 0.0
6.250 -- 6.499 ......... 1 3,350,000 0.2 0.2 0.0
6.500 -- 6.730 ......... 2 33,493,067 2.1 2.3 0.0
-- -------------- ----- ----- -----
TOTAL ................. 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
S-40
RANGE OF UNDERWRITTEN DSC RATIOS
<TABLE>
AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
RANGE OF UNDERWRITTEN NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
DSCRS (X) OF LOANS BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- ----------------------- ---------- ----------------- --------------- ----------------- ----------------
1.20 -- 1.24 .......... 14 $ 238,825,000 14.8% 12.1% 46.5%
1.25 -- 1.29 .......... 12 146,127,709 9.1 8.4 16.6
1.30 -- 1.34 .......... 9 89,188,685 5.5 5.1 10.8
1.35 -- 1.39 .......... 4 19,370,924 1.2 1.3 0.0
1.40 -- 1.44 .......... 3 34,334,111 2.1 2.3 0.0
1.45 -- 1.49 .......... 3 54,484,593 3.4 1.4 26.0
1.50 -- 1.54 .......... 7 184,218,000 11.4 12.4 0.0
1.55 -- 1.59 .......... 6 262,339,000 16.2 17.6 0.0
1.60 -- 1.64 .......... 4 28,185,000 1.7 1.9 0.0
1.65 -- 1.69 .......... 3 52,502,000 3.3 3.5 0.0
1.70 -- 1.74 .......... 5 83,860,000 5.2 5.6 0.0
1.75 -- 1.79 .......... 1 17,323,000 1.1 1.2 0.0
1.80 -- 1.84 .......... 2 6,501,000 0.4 0.4 0.0
1.85 -- 1.89 .......... 1 4,080,000 0.3 0.3 0.0
1.90 -- 1.94 .......... 2 6,050,000 0.4 0.4 0.0
1.95 -- 1.99 .......... 1 3,785,000 0.2 0.3 0.0
2.00 -- 2.04 .......... 4 13,924,000 0.9 0.9 0.0
2.05 -- 2.09 .......... 2 6,620,000 0.4 0.4 0.0
2.10 -- 2.14 .......... 2 10,000,000 0.6 0.7 0.0
2.20 -- 2.24 .......... 1 23,500,000 1.5 1.6 0.0
2.25 -- 2.29 .......... 1 204,817,319 12.7 13.8 0.0
2.30 -- 3.00 .......... 5 124,510,000 7.7 8.4 0.0
-- -------------- ----- ----- -----
TOTAL ................ 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
RANGE OF CUT-OFF DATE LTV RATIOS
<TABLE>
AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
RANGE OF NUMBER CUT-OFF DATE 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
- ----------------------------- ---------- ----------------- --------------- ----------------- ----------------
30.01 -- 35.00 .............. 2 $ 4,350,000 0.3% 0.3% 0.0%
50.01 -- 55.00 .............. 7 159,760,000 9.9 10.4 4.4
55.01 -- 60.00 .............. 4 259,217,319 16.1 17.4 0.0
60.01 -- 65.00 .............. 15 116,536,067 7.2 7.3 5.8
65.01 -- 70.00 .............. 14 142,234,630 8.8 8.2 16.3
70.01 -- 75.00 .............. 22 292,590,000 18.1 17.0 31.7
75.01 -- 80.00 .............. 26 622,202,684 38.5 38.3 41.8
80.01 - 80.25 ............... 2 17,654,641 1.1 1.2 0.0
-- -------------- ----- ----- -----
TOTAL ...................... 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
S-41
RANGE OF REMAINING TERMS TO MATURITY DATE
OR ANTICIPATED REPAYMENT DATE*
<TABLE>
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 .................. 9 $ 265,739,000 16.5% 15.1% 31.9%
61 -- 84 ................. 24 459,541,000 28.5 30.9 0.0
85 -- 108 ................ 1 8,000,000 0.5 0.5 0.0
109 -- 120 ............... 57 877,915,341 54.4 53.2 68.1
169 -- 180 ............... 1 3,350,000 0.2 0.2 0.0
-- -------------- ----- ----- -----
TOTAL ................... 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
- ----------
* 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
<TABLE>
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, Balloon ......... 39 $ 834,155,000 51.7% 53.3% 31.9%
Amortizing Balloon ............. 26 434,446,341 26.9 27.5 19.6
Interest-only, Amortizing
Balloon* ...................... 22 306,627,000 19.0 16.5 48.4
Interest-only, ARD ............. 5 39,317,000 2.4 2.6 0.0
-- -------------- ----- ----- -----
TOTAL ......................... 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
- ----------
* These mortgage loans require payments of interest only for a period of 6
to 84 months from origination prior to the commencement of payments of
principal and interest with respect to the mortgage pool, a period of 12
to 84 months with respect to loan group 1, and a period of 6 to 60 months
with respect to loan group 2.
Balloon loans have amortization schedules
significantly longer than their terms to
maturity and have substantial principal
payments due on their maturity dates, unless
prepaid earlier.
Mortgage loans providing for anticipated
repayment dates generally fully or
substantially amortize through their terms to
maturity. However, if this type of 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.
S-42
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
<TABLE>
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 ........ 73 $ 922,234,023 57.1% 54.0% 94.1%
Lockout/Defeasance
or Yield
Maintenance ....... 15 470,169,000 29.1 31.6 0.0
Yield Maintenance/
Defeasance ........ 1 204,817,319 12.7 13.8 0.0
Lockout/Yield
Maintenance ....... 3 17,325,000 1.1 0.7 5.9
-- -------------- ----- ----- -----
TOTAL ............... 92 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
See "DESCRIPTION OF THE MORTGAGE POOL--
Additional Mortgage Loan Information" in this
prospectus supplement. The ability of the
master servicer or special servicer to waive
or modify the terms of any mortgage loan
relating to the payment of a prepayment
premium or yield maintenance charge will be
limited as described in this prospectus
supplement. See "SERVICING OF THE MORTGAGE
LOANS--Modifications, Waivers and Amendments"
in this prospectus supplement. We make no
representations as to the enforceability of
the provisions of any mortgage notes requiring
the payment of a prepayment premium or yield
maintenance charge or limiting prepayments to
defeasance or the ability of the master
servicer or special servicer to collect any
prepayment premium or yield maintenance
charge.
DEFEASANCE.................... Eighty-nine (89) of the mortgage loans
included in the trust fund as of the cut-off
date, representing 98.9% of the mortgage pool
(79 mortgage loans in loan group 1 or 99.3% and
10 mortgage loans in loan group 2 or 94.1%),
permit the borrower, under certain conditions,
to substitute United States government
securities 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
S-43
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 in the trust fund by aggregate principal
balance as of the cut-off date. With respect to
the loan referred to as the AmericasMart
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 principal balance
of the AmericasMart mortgage loan and its pari
passu companion loan. With respect to the loan
referred to as the Centennial Tower mortgage
loan, 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 principal balance of the
pooled component of the Centennial Tower
mortgage loan (but exclude the non-pooled
components of the Centennial Tower mortgage
loan). No companion loan is included in the
trust fund.
S-44
<TABLE>
NUMBER OF
MORTGAGE % OF % OF
LOANS/ CUT-OFF APPLICABLE
MORTGAGE NUMBER OF CUT-OFF DATE CUT-OFF DATE
LOAN MORTGAGED LOAN DATE POOL LOAN GROUP
LOAN NAME SELLER PROPERTIES GROUP BALANCE BALANCE BALANCE
- ------------------- ---------- ------------ ------- ----------------- --------- --------------
AmericasMart ...... Wachovia 1/1 1 $ 204,817,319 12.7% 13.8%
Regency Centers
Pool ............. Wachovia 1/6 1 123,155,000 7.6 8.3%
U.S. Bancorp ...... Wachovia 1/1 1 105,000,000 6.5 7.1%
50 West 23rd
Street ........... Wachovia 1/1 1 75,000,000 4.6 5.0%
600 Community
Drive ............ Wachovia 1/1 1 50,595,000 3.1 3.4%
The Galleria ...... Wachovia 1/1 1 50,000,000 3.1 3.4%
Weslayan Plaza .... Wachovia 1/1 1 45,007,000 2.8 3.0%
Centennial Tower... Wachovia 1/1 1 45,000,000 2.8 3.0%
240 West 40th
Street ........... Wachovia 1/1 1 42,000,000 2.6 2.8%
The Suffolk
Building ......... Wachovia 1/1 1 42,000,000 2.6 2.8%
--- -------------- ----
10/15 $ 782,574,319 48.5%
===== ============== ====
Corbin Corners .... Wachovia 1/1 1 $ 37,100,000 2.3% 2.5%
Glen Park
Apartments ....... Wachovia 1/1 2 33,000,000 2.0 26.0%
Five Points
Shopping
Center ........... Wachovia 1/1 1 32,054,000 2.0 2.2%
Point Loma Plaza... Wachovia 1/1 1 31,850,000 2.0 2.1%
Plaza Volente ..... Wachovia 1/1 1 28,680,000 1.8 1.9%
O'Fallon Walk ..... Wachovia 1/1 1 25,988,000 1.6 1.7%
Cloppers Mill
Village Center.... Wachovia 1/1 1 25,743,000 1.6 1.7%
Courtyard
Marriott --
Miami Beach,
FL ............... Wachovia 1/1 1 23,500,000 1.5 1.6%
Rancho San
Diego Village .... Wachovia 1/1 1 21,560,000 1.3 1.4%
Fox Mill Shopping
Center ........... Wachovia 1/1 1 21,430,000 1.3 1.4%
----- -------------- ----
10/10 $ 280,905,000 17.4%
----- -------------- ----
20/25 $1,063,479,319 65.9%
===== ============== ====
LOAN CUT-OFF LTV
BALANCE PER DATE RATIO AT
PROPERTY SF/UNIT/ LTV MATURITY MORTGAGE
LOAN NAME TYPE ROOM(1)(2) DSCR(1)(2) RATIO(1)(2) OR ARD(1)(2) RATE
- ------------------- -------------------- ------------- ------------ ------------- -------------- -----------
AmericasMart ...... Special Purpose -- $ 101 2.28x 56.1% 47.2% 5.720%
Merchandise Mart
Regency Centers
Pool ............. Retail -- Anchored $ 123 1.58x 76.1% 76.1% 5.030%
U.S. Bancorp ...... Office -- CBD $ 113 2.45x 51.5% 51.5% 5.290%
50 West 23rd
Street ........... Office -- CBD $ 225 1.28x 79.8% 79.8% 5.390%
600 Community
Drive ............ Office -- Suburban $ 200 1.55x 70.3% 70.3% 5.642%
The Galleria ...... Office -- CBD $ 329 1.21x 79.4% 79.4% 5.410%
Weslayan Plaza .... Retail -- Anchored $ 126 1.65x 76.9% 76.9% 5.120%
Centennial Tower... Office -- CBD $ 70 1.71x 59.8% 56.0% 6.080%
240 West 40th
Street ........... Office -- CBD $ 257 1.33x 73.7% 65.9% 5.520%
The Suffolk
Building ......... Office -- Suburban $ 163 1.51x 60.9% 58.2% 5.100%
1.82X 65.9% 62.8% 5.439%
Corbin Corners .... Retail -- Anchored $ 209 1.55x 75.7% 75.7% 5.160%
Glen Park Multifamily --
Apartments ....... Conventional $71,121 1.48x 78.2% 78.2% 5.670%
Five Points
Shopping
Center ........... Retail -- Anchored $ 222 1.54x 73.9% 73.9% 5.120%
Point Loma Plaza... Retail -- Anchored $ 149 1.50x 67.8% 67.8% 5.120%
Plaza Volente ..... Retail -- Anchored $ 179 1.20x 80.0% 72.9% 5.420%
O'Fallon Walk ..... Retail -- Anchored $ 165 1.20x 78.5% 70.3% 5.530%
Cloppers Mill
Village Center.... Retail -- Anchored $ 188 1.53x 74.6% 74.6% 5.160%
Courtyard
Marriott --
Miami Beach, Hospitality -- Full
FL ............... Service $89,695 2.20x 50.3% 43.8% 6.730%
Rancho San
Diego Village .... Retail -- Anchored $ 141 1.52x 70.0% 70.0% 5.160%
Fox Mill Shopping
Center ........... Retail -- Anchored $ 208 1.56x 75.2% 75.2% 5.120%
1.52X 72.9% 70.9% 5.400%
1.74X 67.8% 64.9% 5.429%
</TABLE>
- --------
(1) The AmericasMart mortgage loan is part of a split loan structure
containing a pari passu companion loan that is not included in the trust
fund. With respect to this mortgage loan, 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 pari passu companion loan.
(2) With respect to the Centennial Tower mortgage loan, unless otherwise
specified, the calculations of LTV ratios, DSC ratio and loan balance per
square foot are based on the pooled component only and exclude the
non-pooled components.
For more information on the twenty largest mortgage
loans in the trust fund, see "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage Loans" in
this prospectus supplement.
CO-LENDER LOANS.......... Four (4) mortgage loans to be included in the
trust, representing approximately 17.2% of the
aggregate principal balance of the pool of mortgage
loans as of the cut-off date (18.6% 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) of such
S-45
mortgage loans, loan number 1 (the AmericasMart
mortgage loan) is part of a split loan structure
where 1 companion loan that is part of this split
loan structure is pari passu in right of
entitlement to payment with the mortgage loan. In
each case, the companion loan(s) will not be part
of the trust fund. Each of these mortgage loans and
its related companion loan is subject to
intercreditor agreements.
The intercreditor agreement for the AmericasMart
mortgage loan generally allocates collections in
respect of such mortgage loan to the mortgage loan
and the 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
servicer 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 1 mortgage loan (loan number 50),
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 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-46
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 (and, in the
case of the Class A-MFL certificates, the swap
contract) 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 mortgage loan. We
cannot make any representation as to the
S-47
anticipated rate of prepayments (voluntary or
involuntary) on the mortgage loans or as to
the anticipated yield to maturity of any
certificate.
In addition, because the amount of principal
that will be distributed to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5,
Class A-PB, Class A-6 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-4, Class A-5, Class A-PB and Class A-6
certificates will be particularly sensitive to
prepayments on mortgage loans in loan group 1
and the yield on the Class A-1A certificates
will be particularly sensitive to prepayments
on mortgage loans in loan group 2.
See "YIELD AND MATURITY CONSIDERATIONS" in
this prospectus supplement and "YIELD
CONSIDERATIONS" in the accompanying
prospectus.
Yield. In general, if you purchase an offered
certificate at a premium and principal
distributions on that offered certificate
occur at a rate faster than you anticipated at
the time of purchase, and no prepayment
premiums or yield maintenance charges are
collected, your actual yield to maturity may
be lower than you had predicted at the time of
purchase. Conversely, if you purchase an
offered certificate at a discount and
principal distributions on that offered
certificate occur at a rate slower than you
anticipated at the time of purchase, your
actual yield to maturity may be lower than you
had predicted at the time of purchase.
The yield on the Class C and Class D
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 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.
S-48
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.
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 that premium or charge will be
enforceable or, if enforceable, that the
foreclosure proceeds will be sufficient to pay
such prepayment premium or yield maintenance
charge. Additionally, although the collateral
substitution provisions related to defeasance
are not intended to be, and do not have the
same effect on the certificateholders as a
prepayment, we cannot provide assurance that a
court would not interpret such provisions as
requiring a prepayment premium or yield
maintenance charge and possibly determine that
such provisions are unenforceable or usurious
under applicable law. Prepayment premiums and
yield maintenance charges are generally not
charged for prepayments resulting from
casualty or condemnation and would not be paid
in connection with repurchases of mortgage
loans for breaches of representations or
warranties 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
S-49
Date" under "DESCRIPTION OF THE MORTGAGE
POOL--Additional Mortgage Loan Information" in
this prospectus supplement for a description
of the respective maturity dates of the
mortgage loans included in the trust fund and
in each loan group. Because principal on the
certificates (other than the Class X-C, Class
X-P, Class Z, Class R-I and Class R-II
certificates) is payable in sequential order
to the extent described under "DESCRIPTION OF
THE CERTIFICATES--Distributions" in this
prospectus supplement, classes that have a
lower priority of distributions are more
likely to be exposed to the risk of changing
concentrations discussed under "--Special
Risks Associated With High Balance Mortgage
Loans" below than classes with a higher
sequential priority.
OPTIONAL EARLY TERMINATION OF
THE TRUST FUND MAY RESULT IN
AN ADVERSE IMPACT ON
YOUR YIELD OR MAY RESULT
IN A LOSS.................... The offered certificates will be subject to
optional early termination by means of the
purchase of the mortgage loans in the trust
fund. We cannot assure you that the proceeds
from a sale of the mortgage loans will be
sufficient to distribute the outstanding
certificate balance plus accrued interest and
any undistributed shortfalls in interest
accrued on the certificates that are subject to
the termination. Accordingly, the holders of
offered certificates affected by such a
termination may suffer an adverse impact on the
overall yield on their certificates, may
experience repayment of their investment at an
unpredictable and inopportune time or may even
incur a loss on their investment. See
"DESCRIPTION OF THE CERTIFICATES--Termination"
in this prospectus supplement.
SENSITIVITY TO LIBOR AND YIELD
CONSIDERATIONS............... The yield to investors in the Class A-MFL
certificates will be highly sensitive to
changes in the level of LIBOR. Investors in the
Class A-MFL certificates should consider the
risk that lower than anticipated levels of
LIBOR could result in actual yields that are
lower than anticipated yields on the Class
A-MFL certificates.
In addition, because interest payments on the
Class A-MFL certificates may be reduced or the
pass-through rate may convert to a fixed rate,
subject to a maximum pass-through rate equal
to the weighted average of the net interest
rates on the mortgage loans, in connection
with certain events discussed in this
prospectus supplement, the yield to investors
in the Class A-MFL certificates under such
circumstances may not be as high as that
offered by other LIBOR based investments that
are not subject to such interest rate
restrictions.
In general, the earlier a change in the level
of LIBOR, the greater the effect on the yield
to maturity to an investor in the Class A-MFL
certificates. As a result, the effect on such
S-50
investor's yield to maturity of a level of
LIBOR that is higher (or lower) than the rate
anticipated by such investor during the period
immediately following the issuance of the
Class A-MFL certificates is not likely to be
offset by a subsequent like reduction (or
increase) in the level of LIBOR. The failure
by the swap counterparty in its obligation to
make payments under the swap contract, the
conversion to a fixed rate that is below the
rate that would otherwise be payable at the
floating rate and/or the reduction of interest
payments resulting from payment of interest to
the Class A-MFL regular interest based on a
pass-through rate below % per annum would
have such a negative impact. There can be no
assurance that a default by the swap
counterparty and/or the conversion of the
pass-through rate from a rate based on LIBOR
to a fixed rate would not adversely affect the
amount and timing of distributions to the
holders of the Class A-MFL certificates, as
applicable. See "Yield and Maturity
Considerations" in this prospectus supplement.
RISKS RELATING TO THE
SWAP CONTRACTS................ The trust fund will have the benefit of a swap
contract relating to the Class A-MFL
certificates issued by Wachovia Bank, National
Association. Because the Class A-MFL regular
interests each accrue interest at a fixed rate
of interest subject to a maximum pass-through
rate equal to the weighted average of the net
interest rates on the mortgage loans, the
ability of the holders of each of the Class
A-MFL certificates to obtain the payment of
interest at the designated pass-through rate
(which payment of interest may be reduced in
certain circumstances as described in this
prospectus supplement) will depend on payment
by the swap counterparty pursuant to the swap
contract. See "DESCRIPTION OF THE SWAP
CONTRACT--The Swap Counterparty" in this
prospectus supplement.
If the swap counterparty's long term ratings
fall below the ratings levels set forth in the
swap contract by any rating agency, the swap
counterparty will be required to post
collateral or find a replacement swap
counterparty that would not cause another
rating agency trigger event. In the event that
the swap counterparty fails to either post
acceptable collateral or find an acceptable
replacement swap counterparty after such a
trigger event, the trustee will be required to
take such actions (following the expiration of
any applicable grace period), unless otherwise
directed in writing by the holders of 25% of
the Class A-MFL certificates to enforce the
rights of the trust fund under the swap
contract as may be permitted by the terms of
the swap contract and use any termination
payments received from the swap counterparty
to enter into a replacement swap contract on
substantially similar terms. If the costs
attributable to entering into a replacement
swap contract would exceed the net proceeds of
the liquidation of the swap contract, a
replacement swap contract will not be entered
into and any such proceeds will instead be
distributed to the holders of the Class A-MFL
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certificates. There can be no assurance that
the swap counterparty will maintain its
current ratings or have sufficient assets or
otherwise be able to fulfill its obligations
under the swap contract.
During the occurrence of a continuing payment
default with respect to the swap counterparty
or if the swap contract is terminated and no
replacement swap counterparty is found, the
Class A-MFL certificate pass-through rate will
convert to the fixed interest rate, subject to
a maximum pass-through rate equal to the
weighted average of the net interest rates on
the mortgage loans. Any such conversion to a
fixed rate might result in a temporary delay
of payment of the distributions to the holders
of the Class A-MFL certificates if notice of
the resulting change in payment terms of the
certificates is not given to the Depository
Trust Corporation within the time frame in
advance of the distribution date that
Depository Trust Corporation requires to
modify the payment.
If the costs attributable to entering into a
replacement swap contract would exceed the net
proceeds of the liquidation of the swap
contract, then a replacement swap contract
will not be entered into and any such proceeds
will instead be distributed to the holders of
the Class A-MFL certificates. There can be no
assurance that the swap counterparty will
maintain the required ratings or have
sufficient assets or otherwise be able to
fulfill its obligations under the swap
contract, and there can be no assurance that
any termination payments payable by the swap
counterparty will be sufficient for the
trustee to engage a replacement swap
counterparty. In addition, a termination fee
may not be payable by the swap counterparty in
connection with certain termination events.
In addition, the trustee will not be obligated
to undertake any enforcement action with
respect to the swap contract unless it has
received from the Class A-MFL
certificateholders an indemnity satisfactory
to the trustee with respect to the costs,
expenses and liabilities associated with
enforcing the rights of the trust fund under
the swap contract. No such costs, expenses
and/or liabilities will be payable out of the
trust fund.
Distributions on the Class A-MFL regular
interest will be subject to a maximum
pass-through rate equal to the weighted
average of the net interest rates on the
mortgage loans. If this weighted average drops
below the fixed rate on the Class A-MFL
regular interest, the amount paid to the swap
counterparty will be reduced and interest
payments by the swap counterparty under the
swap contract will be reduced, on a dollar for
dollar basis, by an amount equal to the
difference between the amount actually paid to
the swap counterparty and the amount that
would have been paid if such weighted average
had not dropped below such fixed rate. This
will result in a corresponding reduction in
the amounts paid by the swap counterparty
pursuant to the swap
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contract, which will result in a reduced
interest payment on the corresponding class of
certificates.
In addition, if the funds allocated to payment
of interest distributions on the Class A-MFL
regular interest are insufficient to make all
required interest payments on the Class A-MFL
regular interest, as applicable, the amount
paid to the swap counterparty will be reduced
and interest paid by the swap counterparty
under the swap contract will be reduced, on a
dollar for dollar basis, by an amount equal to
the difference between the amount actually
paid to the swap counterparty and the amount
that would have been paid if the funds
allocated to payment of interest distributions
on the corresponding regular interest had been
sufficient to make all required interest
payments on that regular interest. As a
result, the holders of the Class A-MFL
certificates may experience an interest
shortfall. See "DESCRIPTION OF THE SWAP
CONTRACT" 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
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maturity of other certificates. Losses on the
mortgage loans, to the extent not allocated to
such class of offered certificates, may result
in a higher percentage ownership interest
evidenced by such certificates than would
otherwise have resulted absent such loss. The
consequent effect on the weighted average life
and yield to maturity of the offered
certificates will depend upon the
characteristics of the remaining mortgage
loans.
ADDITIONAL COMPENSATION AND
CERTAIN REIMBURSEMENTS TO THE
SERVICER WILL AFFECT
YOUR RIGHT TO RECEIVE
DISTRIBUTIONS................ To the extent described in this prospectus
supplement, the master servicer, the special
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 special
servicer or the trustee to receive such
payments of interest is senior to the rights of
certificateholders to receive distributions on
the certificates and, consequently, may result
in additional trust fund expenses being
allocated to the offered certificates that
would not have resulted absent the accrual of
such interest. In addition, the special
servicer will receive a fee with respect to
each specially serviced mortgage loan and any
collections thereon, including specially
serviced mortgage loans which have been
returned to performing status. This will result
in shortfalls which will be allocated to the
offered certificates.
Amounts in respect of the non-pooled
components of the Centennial Tower mortgage
loan are not available for distributions on
the certificates (other than the Class CT-1
and Class CT-2 certificates, respectively),
nor are they available for the reimbursement
of nonrecoverable advances of principal and
interest on the certificates (other than the
Class CT-1 and Class CT-2 certificates,
respectively) to the extent such amounts are
unrelated to the Centennial Tower mortgage
loan. Nevertheless, if an advance by the
master servicer on a non-pooled component of
the Centennial Tower mortgage loan becomes a
nonrecoverable advance and such party is
unable to recover such amounts from amounts
available for distribution on the Class CT-1
and/or Class CT-2 certificates, as applicable,
the master servicer will be permitted to
recover a nonrecoverable advance (including
interest thereon) from the assets of the trust
fund available for distribution on the
certificates. This may result in shortfalls
which will be allocated to the certificates.
SUBORDINATION OF SUBORDINATE
OFFERED CERTIFICATES........... As described in this prospectus supplement,
unless your certificates are Class A-1, Class
A-2, Class A-3, Class A-4, Class, A-5, Class
A-PB, Class A-6, 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.
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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 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.
Four (4) of the mortgage loans, representing
17.2% of the mortgage pool (18.6% of loan
group 1), are each evidenced by multiple
promissory notes. With respect to 1 of these
mortgage loans, representing 12.7% of the
mortgage pool (13.8% of loan group 1), the
related mortgage loan is evidenced by a
promissory note that is pari passu in right of
payment. The trust fund is comprised of only
one of the pari passu notes. With respect to 3
of these mortgage loans, representing 4.5% of
the mortgage pool (4.9% 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,
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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.
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 the Depository Trust Company, 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, is one of the underwriters, the
mortgage loan seller and the Swap Counterparty.
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.
S-56
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 3 mortgage
loans, the AmericasMart mortgage loan,
representing 12.7% of the mortgage pool (13.8%
of loan group 1), the 240 West 40th Street
mortgage loan, representing 2.6% of the
mortgage pool (2.8% of loan group 1) and the
Courtyard Marriott-Miami Beach, FL mortgage
loan, representing 1.5% of the mortgage pool
(1.6% of loan group 1). In addition, Wachovia
Bank, National Association is an affiliate of
Wachovia Development Corporation, the
controlling equity owner of the borrower with
respect to 14 mortgage loans (loan numbers 56,
66, 67, 69, 71, 72, 74, 76, 78, 80, 82, 84, 89
and 90), representing 3.2% of the mortgage
pool (3.5% of loan group 1). Accordingly, a
conflict may arise between Wachovia Bank,
National Association's duties to the trust
fund 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 fund under
the pooling and servicing agreement and its or
its affiliate's interest as a holder of those
interests.
Clarion Partners, LLC, which is the special
servicer, or one of its affiliates, is
expected to purchase certain of the
non-offered certificates (including the Class
P Certificates). This could cause a conflict
between the duties of Clarion Partners, LLC to
the trust as special servicer under the
pooling and servicing agreement and its
interest as a holder of a certificate.
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
S-57
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;
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) the mortgage loan seller.
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
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properties, or (iii) impact leasing patterns
or shopping patterns which could adversely
impact leasing revenue and mall traffic and
percentage rent. As a result, the ability of
the mortgaged properties to generate cash flow
may be adversely affected. See "--Insurance
Coverage on Mortgaged Properties May Not Cover
Special Hazard Losses" below.
Terrorist attacks in the United States,
incidents of terrorism occurring outside the
United States and military conflict in Iraq
and elsewhere may significantly reduce air
travel throughout the United States, and,
therefore, continue to have a negative effect
on revenues in areas heavily dependent on
tourism. Any decrease in air travel may have a
negative effect on certain of the mortgaged
properties, including hotel mortgaged
properties and those mortgaged properties
located in tourist areas, which could reduce
the ability of such mortgaged properties to
generate cash flow.
It is uncertain what continued effect armed
conflict involving the United States,
including the recent war between the United
States and Iraq or any future conflict with
any other country, will have on domestic and
world financial markets, economies, real
estate markets, insurance costs or business
segments. Foreign or domestic conflicts of any
kind could have an adverse effect on the
mortgaged properties.
Accordingly, these disruptions, uncertainties
and costs could materially and adversely
affect your investment in the certificates.
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.
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FUTURE CASH FLOW AND PROPERTY
VALUES ARE NOT PREDICTABLE... A number of factors, many beyond the control
of the property owner, may affect the ability
of an income producing real estate project to
generate sufficient net operating income to pay
debt service and/or to maintain its value.
Among these factors are:
o economic conditions generally and in the
area of the project;
o the age, quality, functionality and design
of the project;
o the degree to which the project competes
with other projects in the area;
o changes or continued weakness in specific
industry segments;
o increases in operating costs;
o the willingness and ability of the owner to
provide capable property management and
maintenance;
o the degree to which the project's revenue
is dependent upon a single tenant or user,
a small group of tenants, tenants
concentrated in a particular business or
industry and the competition to any such
tenants;
o an increase in the capital expenditures
needed to maintain the properties or make
improvements;
o a decline in the financial condition of a
major tenant;
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.
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
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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.
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.
o 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.
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SOME MORTGAGED PROPERTIES MAY
NOT BE READILY CONVERTIBLE TO
ALTERNATIVE USES............. Some of the mortgaged properties securing the
mortgage loans included in the trust fund may
not be readily convertible (or convertible at
all) to alternative uses if those properties
were to become unprofitable for any reason. For
example, a mortgaged property may not be
readily convertible (or convertible at all) due
to restrictive covenants related to such
mortgaged property including, in the case of
mortgaged properties which are part of a
condominium regime, the use and other
restrictions imposed by the condominium
declaration and other related documents,
especially in a situation where a mortgaged
property does not represent the entire
condominium regime. 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
mortgaged property, subject to limitations of
the kind described above or other limitations
on convertibility of use, may be substantially
less than would be the case if the property
were readily adaptable to other uses.
See "--Special Risks Associated with
Industrial and Mixed Use Facilities" 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, the 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 the 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.
S-62
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
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, 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 53 of the mortgage loans included in
the trust fund as of the cut-off date,
representing 43.7% of the mortgage pool (47.5%
of loan group 1).
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
factors may adversely affect the value of
office properties, including:
o the quality of an office building's
tenants;
S-63
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 9 of the mortgage
loans included in the trust fund as of the
cut-off date, representing 25.9% of the
mortgage pool (28.2% of loan group 1).
SPECIAL RISKS ASSOCIATED WITH
MERCHANDISE MART PROPERTIES... Merchandise mart properties present risks not
associated with other properties. Significant
factors determining the value of merchandise
mart properties include:
o competing merchandise mart properties;
o decreased demand for showrooms and trade
shows due to alternative merchandising
outlets or sources;
o inability of the merchandise mart's
property management to attract trade shows
and industries and potential costs related
to such efforts; and
o decreased demand for showrooms and trade
shows due to economic downturns in
industries typically associated with
merchandise mart properties, such as home
furnishings and apparel.
Because merchandise mart properties tend to
have short term leases, the financial
performance of merchandise mart properties
tends to be affected by adverse economic
conditions and competition more quickly than
other commercial properties.
Moreover, many tenants of and exhibitors in
merchandise mart properties are small business
which generally experience a higher rate of
bankruptcy, business failure and other
financial difficulties than other businesses,
thereby increasing the risk of tenant or
exhibitor default.
Merchandise mart properties secure 1 of the
mortgage loans included in the trust fund as
of the cut-off date, representing 12.7% of the
mortgage pool (13.8% of loan group 1).
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SPECIAL RISKS ASSOCIATE 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.
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.
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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 17 of the
mortgage loans included in the trust fund as
of the cut-off date, representing 11.8% of the
mortgage pool (6 mortgage loans in loan group
1 or 4.3% 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
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;
S-66
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 "--Terrorist Attacks
and Military Conflicts May Adversely Affect
Your Investment" in this prospectus
supplement.
Hospitality properties secure 6 of the
mortgage loans included in the trust fund as
of the cut-off date, representing 3.8% of the
mortgage pool (4.1% of loan group 1).
ENVIRONMENTAL LAWS MAY ADVERSELY
AFFECT THE VALUE OF AND CASH
FLOW FROM A MORTGAGED PROPERTY. If an adverse environmental condition exists
with respect to a mortgaged property securing a
mortgage loan included in the trust fund, the
trust fund may be subject to certain risks
including the following:
o a reduction in the value of such mortgaged
property which may make it impractical or
imprudent to foreclose against such
mortgaged property;
o the potential that the related borrower may
default on the related mortgage loan due to
such borrower's inability to pay high
remediation costs or costs of defending
lawsuits due to an environmental impairment
or difficulty in bringing its operations
into compliance with environmental laws;
S-67
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
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
S-68
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.
We cannot provide assurance, however, that
should such coverage be needed, coverage would
be available or uncontested, that the terms
and conditions of such coverage would be met,
that coverage would be sufficient for the
claims at issue or that coverage would not be
subject to certain deductibles.
S-69
In addition, some of the related borrowers
have provided an environmental indemnification
in favor of the mortgagee.
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......... All of the mortgage loans 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. Five (5) of
these mortgage loans included in the trust fund
as of the cut-off date, representing 2.4% of
the mortgage pool (2.6% of loan group 1), are
anticipated repayment date loans, which provide
that if the principal balance of the loan is
not repaid on a date specified in the related
mortgage note, the loan will accrue interest at
an increased rate.
o A borrower's ability to make a balloon
payment or repay its anticipated repayment
date loan on the anticipated repayment date
typically will depend upon its ability
either to refinance fully the loan or to
sell the related mortgaged property at a
price sufficient to permit the borrower to
make such payment.
o Whether or not losses are ultimately
sustained, any delay in the collection of a
balloon payment on the maturity date or
repayment on the anticipated repayment date
that would otherwise be distributable on
your certificates will likely extend the
weighted average life of your certificates.
S-70
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. For additional
description of risks associated with balloon
loans, see "RISK FACTORS--Balloon Payments on
Mortgage Loans Result in Heightened Risk of
Borrower Default" in the accompanying
prospectus.
In order to maximize recoveries on defaulted
mortgage loans, the pooling and servicing
agreement permits the special servicer to
extend and modify mortgage loans that are in
material default or as to which a payment
default (including the failure to make a
balloon payment) is imminent; subject,
however, to the limitations described under
"SERVICING OF THE MORTGAGE
LOANS--Modifications, Waivers and Amendments"
in this prospectus supplement. We cannot
provide assurance, however, that any such
extension or modification will increase the
present value of recoveries in a given case.
Any delay in collection of a balloon payment
that would otherwise be distributable on your
certificates, whether such delay is due to
borrower default or to modification of the
related mortgage loan, will likely extend the
weighted average life of your certificates.
See "YIELD AND MATURITY CONSIDERATIONS" in
this prospectus supplement and "YIELD
CONSIDERATIONS" in the accompanying
prospectus.
ADVERSE CONSEQUENCES ASSOCIATED
WITH BORROWER CONCENTRATION,
BORROWERS UNDER COMMON CONTROL
AND RELATED BORROWERS........ Certain borrowers under the mortgage loans
included in the trust fund are affiliated or
under common control with one another. In such
circumstances, any adverse circumstances
relating to a borrower or an affiliate thereof
and affecting one of the related mortgage loans
or mortgaged properties could also affect other
mortgage loans or mortgaged properties of the
related borrower. In particular, the bankruptcy
or 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
S-71
sufficient cash flow to make required payments
on the mortgage loans. For example, if a
person that owns or directly or indirectly
controls several mortgaged properties
experiences financial difficulty at one
mortgaged property, they could defer
maintenance at one or more other mortgaged
properties in order to satisfy current
expenses with respect to the mortgaged
property experiencing financial difficulty, or
they could attempt to avert foreclosure by
filing a bankruptcy petition that might have
the effect of interrupting payments for an
indefinite period on all the related mortgage
loans. In particular, such person experiencing
financial difficulty or becoming subject to a
bankruptcy proceeding may have an adverse
effect on the funds available to make
distributions on the certificates and may lead
to a downgrade, withdrawal or qualification
(if applicable) of the ratings of the
certificates.
Mortgaged properties owned by related
borrowers are likely to:
o have common management, increasing the risk
that financial or other difficulties
experienced by the property manager could
have a greater impact on the pool of
mortgage loans included in the trust fund;
and
o have common general partners or managing
members which would increase the risk that
a financial failure or bankruptcy filing
would have a greater impact on the pool of
mortgage loans included in the trust fund.
The Regency and Macquarie concentration (loan
numbers 2, 7, 11, 13, 14, 17, 19, 20, 26, 27,
29, 30, 31 and 36) consists of 14 mortgage
loans which collectively represent 26.5% of
the mortgage pool (28.8% of loan group 1).
These mortgage loans are not
cross-collateralized or cross-defaulted but
have common sponsors. The sponsors of each
mortgage loan in the Regency and Macquarie
concentration are Regency Centers Corporation
and Macquarie Country Wide Trust. See "--Poor
Property Management Will Lower Performance of
the Related Mortgaged Property" and
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans" in this prospectus
supplement.
The AmericasMart concentration (loan number 1)
consists of 1 mortgage loan which represents
12.7% of the mortgage pool (13.8% of loan
group 1). The sponsor of this mortgage loan is
AMC, Inc. See "--Poor Property Management Will
Lower Performance of the Related Mortgaged
Property" and "DESCRIPTION OF THE MORTGAGE
POOL--Twenty Largest Mortgage
Loans--AmericasMart" in this prospectus
supplement.
The Moinian concentration (loan numbers 4 and
6) consists of 2 mortgage loans which
collectively represent 7.7% of the mortgage
pool (8.4% of loan group 1). These loans are
not cross-collateralized or cross-defaulted
but have a common sponsor. The sponsor of each
mortgage loan is Joseph
S-72
Moinian. See "DESCRIPTION OF THE MORTGAGE
POOL--Twenty Largest Mortgage Loans--50 West
23rd Street" and "--The Galleria" in this
prospectus supplement.
No group, individual, borrower, or sponsor
concentration or borrower concentration
represents more than 26.5% of the mortgage
pool (14 mortgage loans in loan group 1 or
28.8%). See "DESCRIPTION OF THE MORTGAGE
LOANS--Twenty Largest Mortgage Loans--Regency
Centers Pool" in this prospectus supplement.
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.
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE POOL BALANCE
- ----------------------- ------------ ----------------- --------------
GA .................. 6 $ 274,583,385 17.0%
NY .................. 5 227,588,067 14.1
CA .................. 9 148,800,000 9.2
Southern(2) ......... 5 99,789,000 6.2
Northern(2) ......... 4 49,011,000 3.0
VA .................. 11 144,978,000 9.0
MN .................. 3 144,006,000 8.9
WA .................. 8 110,641,000 6.9
CO .................. 4 84,149,000 5.2
TX .................. 4 80,106,000 5.0
Other ............... 49 399,693,889 24.8
-- -------------- -----
TOTAL ............... 99 $1,614,545,341 100.0%
== ============== =====
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (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.
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LOAN GROUP 1
MORTGAGED PROPERTIES BY GEOGRAPHIC CONCENTRATION(1)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE GROUP 1 BALANCE
- ----------------------- ------------ ----------------- ----------------
GA .................. 5 $ 269,588,319 18.1%
NY .................. 5 227,588,067 15.3
MN .................. 3 144,006,000 9.7
CA .................. 7 134,050,000 9.0
Southern(2) ....... 4 92,339,000 6.2
Northern(2) ....... 3 41,711,000 2.8
VA .................. 9 123,478,000 8.3
CO .................. 4 84,149,000 5.7
TX .................. 4 80,106,000 5.4
Other ............... 49 424,874,187 28.6
-- -------------- -----
TOTAL ............... 86 $1,487,839,573 100.0%
== ============== =====
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (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)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE GROUP 2 BALANCE
- ----------------------- ------------ -------------- ----------------
WA .................. 5 $ 67,267,000 53.1%
VA .................. 2 21,500,000 17.0
CA .................. 2 14,750,000 11.6
Southern(2) ....... 1 7,450,000 5.9
Northern(2) ....... 1 7,300,000 5.8
IN .................. 1 6,400,000 5.1
Other ............... 3 16,788,768 13.3
- ------------ -----
TOTAL ............... 13 $126,705,768 100.0%
== ============ =====
</TABLE>
----------
(1) Because this table presents information
relating to the mortgaged properties and
not the mortgage loans, the information
for mortgage loans secured by more than
one mortgaged property is based on
allocated loan amounts (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.
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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 12.7% of the mortgage pool
(13.8% of loan group 1).
o The largest group of cross-collateralized
mortgage loans included in the trust fund
as of the cut-off date represents, in the
aggregate, 3.3% of the mortgage pool (3.6%
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,
34.7% of the mortgage pool (37.7% 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,
49.2% of the mortgage pool (53.3% of loan
group 1).
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
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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 retail properties represent
as of the cut-off date 43.7% of the
mortgage pool (47.5% of loan group 1);
o mortgage loans included in the trust fund
and secured by office properties represent
as of the cut-off date 25.9% of the
mortgage pool (28.2% of loan group 1);
o mortgage loans included in the trust fund
and secured by special purpose properties
represent as of the cut-off date 12.7% of
the mortgage pool (13.8% of loan group 1);
o mortgage loans included in the trust fund
and secured by multifamily properties
represent as of the cut-off date 11.8% of
the mortgage pool (6 mortgage loans in loan
group 1 or 4.3% 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 3.8% of
the mortgage pool (4.1% of loan group 1);
o mortgage loans included in the trust fund
and secured by mobile home park properties
represent as of the cut-off date 0.7% of
the mortgage pool (0.7% 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 0.6% of
the mortgage pool (0.7% of loan group 1);
and
o mortgage loans included in the trust fund
and secured by industrial and mixed use
facilities represent as of the cut-off date
0.4% of the mortgage pool (0.5% of loan
group 1).
WE HAVE NOT REUNDERWRITTEN ANY OF
THE MORTGAGE LOANS........... We have not reunderwritten the mortgage loans
included in the trust fund. Instead, we have
relied on the representations and warranties
made by the mortgage loan seller, and the
mortgage loan seller's obligations to
repurchase, cure or substitute a mortgage loan
in the event that a representation or warranty
was not true when made and such breach
materially and adversely affects the value of
the mortgage loan, the interest of the trust
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 seller. In addition, we cannot
provide assurance that the mortgage loan seller
will be able to repurchase or substitute a
mortgage loan if a representation or warranty
has been
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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 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;
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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 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,
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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. 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, there can be no assurance that
the Terrorism Insurance Program or state
legislation will substantially lower the cost
of obtaining terrorism insurance.
Finally, the Terrorism Insurance Program
terminates as described above. There can be no
assurance that such temporary program will
create any long-term changes in the
availability and cost of such insurance.
Moreover, there can be no assurance that
subsequent terrorism insurance legislation
will be passed upon its expiration.
No assurance can be given that the mortgaged
properties will continue to have the benefit
of insurance against terrorist acts. In
addition, no assurance can be given that the
coverage for such acts, if obtained or
maintained, will be broad enough to cover the
particular act of terrorism that may be
committed or that the amount of coverage will
be sufficient to repair and restore the
mortgaged property or to repay the mortgage
loan in full. The insufficiency of insurance
coverage in any respect could have a material
and adverse affect on your certificates.
Pursuant to the terms of the pooling and
servicing agreement, the master servicer or
the special servicer may not be required to
maintain insurance covering terrorist or
similar acts, nor will it be required to call
a default under a mortgage loan, if the
related borrower fails to maintain such
insurance (even if required to do so under the
related loan documents) if the special
servicer has determined, in consultation with
the controlling class representative, in
accordance with the servicing standard that
either:
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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
3), representing 6.5% of the mortgage pool
(7.1% of loan group 1), the related borrower
is not required to carry terrorism insurance
in excess of a maximum annual premium amount.
See "DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans--U.S. Bancorp" in this
prospectus supplement.
Any losses incurred with respect to mortgage
loans included in the trust fund due to
uninsured risks or insufficient hazard
insurance proceeds could adversely affect
distributions on your certificates.
ADDITIONAL DEBT ON SOME MORTGAGE
LOANS CREATES
ADDITIONAL RISKS............. In general, the borrowers are:
o required to satisfy any existing
indebtedness encumbering the related
mortgaged property as of the closing of the
related mortgage loan; and
o prohibited from encumbering the related
mortgaged property with additional secured
debt without the mortgagee's prior
approval.
Except as provided below, none of the mortgage
loans included in the trust fund, other than
the mortgage loans with companion loans, are
secured by mortgaged properties that secure
other loans outside the trust fund, 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
47), representing 0.5% of the mortgage pool
(0.5% of loan group 1), 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 1 mortgage loan (loan number
5), representing approximately 3.1% of the
mortgage pool (3.4% of loan group 1), the
ownership interests of the direct or indirect
owners of the related borrower have been
pledged as security for mezzanine debt,
subject to the terms of an intercreditor
agreement entered into in favor of the
mortgagee.
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With respect to 12 mortgage loans (loan
numbers 10, 16, 21, 24, 33, 39, 42, 46, 51,
54, 62 and 86), representing approximately
10.4% of the mortgage pool (11 mortgage loans
in loan group 1 or 10.8% and 1 mortgage loan
in loan group 2 or 5.9%), 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.
In addition, 1 mortgage loan (loan number 79),
representing 0.2% of the mortgage pool (0.2%
of loan group 1) provides that the borrower
may incur additional unsecured debt or that
the ownership interests in the borrower may be
pledged as security for mezzanine debt in the
future, subject to the terms of a
subordination and standstill agreement to be
entered into in favor of the mortgagee and the
satisfaction of certain financial conditions.
With respect to 2 Mortgage Loans (loan numbers
32 and 49), representing 1.3% of the
Cut-off-Date Pool balance (1.4% of the Cut-off
Date Group 1 Balance), the related Mortgage
Loan documents do not prohibit the 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
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affiliate of such an owner, subject to certain
conditions under the related mortgage loan
documents. Further, certain of the mortgage
loans permit additional liens on the related
mortgaged properties for (1) assessments,
taxes or other similar charges or (2) liens
which in the aggregate constitute an
immaterial and insignificant monetary amount
with respect to the net value of the related
borrower's assets. A default by the borrower
on such additional indebtedness could impair
the borrower's financial condition and result
in the bankruptcy or receivership of the
borrower which would cause a delay in the
foreclosure by the trust 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.
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Mezzanine debt is debt that is incurred by the
owner of equity in one or more borrowers and
is secured by a pledge of the equity ownership
interests in such borrowers. Because mezzanine
debt is secured by the obligor's equity
interest in the related borrowers, such
financing effectively reduces the obligor's
economic stake in the related mortgaged
property. The existence of mezzanine debt may
reduce cash flow on the borrower's mortgaged
property after the payment of debt service and
may increase the likelihood that the owner of
a borrower will permit the value or income
producing potential of a mortgaged property to
fall and may create a greater risk that a
borrower will default on the mortgage loan
secured by 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
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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 three (3) of the
mortgage loans have companion loans that are
subordinate to the related mortgage loan, the
AmericasMart mortgage loan, representing 12.7%
of the mortgage pool (13.8% 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--AmericasMart" 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.
However, any borrower, even a special purpose
entity structured to be bankruptcy-remote, as
an owner of real estate will be subject to
certain potential liabilities and risks. We
cannot provide assurances that any borrower
will not file for bankruptcy protection or
that creditors of a borrower or a corporate or
individual general partner or managing member
of a borrower will not initiate a bankruptcy
or similar proceeding against such borrower or
corporate or individual general partner or
managing member.
Furthermore, with respect to any related
borrowers, creditors of a common parent in
bankruptcy may seek to consolidate the assets
of such borrowers with those of the parent.
Consolidation of the assets of such borrowers
would likely have an adverse effect on the
funds available to make
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distributions on your certificates, and may
lead to a downgrade, withdrawal or
qualification of the ratings of your
certificates. See "CERTAIN LEGAL ASPECTS OF
MORTGAGE LOANS AND LEASES--Bankruptcy Laws" in
the accompanying prospectus.
In addition, with respect to 5 mortgage loans,
representing 8.2% of the mortgage pool (8.9%
of loan group 1), 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. See "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage Loans--
Centennial Tower" in this prospectus
supplement.
CONDOMINIUM AGREEMENTS ENTAIL
CERTAIN RISKS................ One (1) mortgage loan (loan number 6,
representing 3.1% of the mortgage pool (3.4% of
loan group 1)) is subject to the terms of one
or more condominium agreements. Due to the
nature of the condominiums, a default on the
part of the related borrower will not allow the
mortgagee the same flexibility in realizing on
the collateral as is generally available with
respect to commercial properties that are not
condominiums. The rights of other unit owners,
the condominium documents and the state and
local laws applicable to condominium units must
be considered and respected. Consequently,
servicing and realizing upon the collateral
could subject the certificateholders to greater
delay, expense and risk than a loan secured by
a commercial property that is not a
condominium. See "DESCRIPTION OF THE MORTGAGE
POOL--Twenty Largest Mortgage Loans--The
Galleria" in this prospectus supplement.
BANKRUPTCY PROCEEDINGS ENTAIL
CERTAIN RISKS................ Under federal bankruptcy law, the filing of a
petition in bankruptcy by or against a borrower
will stay the sale of the mortgaged property
owned by that borrower, as well as the
commencement or continuation of a foreclosure
action. 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
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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 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
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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.
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 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.
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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, 1 mortgage loan (loan number 6)
representing 3.1% of the mortgage pool (3.4%
of loan group 1) is subject to a condominium
declaration where the mortgaged property does
not represent the entire condominium. 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 LAWS
AND REGULATIONS MAY RESULT
IN LOSSES.................... A borrower may be required to incur costs to
comply with various existing and future
federal, state or local laws and regulations
applicable to the related mortgaged property
securing a mortgage loan included in the trust
fund. Examples of these laws and regulations
include zoning laws and the Americans with
Disabilities Act of 1990, which requires all
public accommodations to meet certain federal
requirements related to access and use by
disabled persons. See "CERTAIN LEGAL ASPECTS OF
MORTGAGE LOANS AND LEASES--Americans with
Disabilities Act" in the accompanying
prospectus. The expenditure of such costs or
the imposition of injunctive relief, penalties
or fines in connection with the borrower's
noncompliance could negatively impact the
borrower's cash flow and, consequently, its
ability to pay its mortgage loan.
ENFORCEABILITY OF DUE-ON-SALE
CLAUSES AND ASSIGNMENTS OF
LEASES AND RENTS IS LIMITED... The mortgages securing the mortgage loans
included in the trust fund generally contain
due-on-sale clauses, which permit the
acceleration of the maturity of the related
mortgage loan if the borrower sells, transfers
or conveys the related mortgaged property or
its interest in the mortgaged property
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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 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... Four (4) groups of mortgage loans, the Vista
Multifamily Portfolio concentration (loan
numbers 46 and 51), representing in the
aggregate 0.9% of the mortgage pool (1 mortgage
loan in loan group 1 or 0.5% and 1 mortgage
loan in loan group 2 or 5.9%), the Ridgeway
Self Storage Portfolio concentration (loan
numbers 59 and 63), representing in the
aggregate 0.6% of the mortgage pool (0.7% of
loan group 1),
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the IBT Portfolio concentration (loan numbers
16, 21, and 54), representing in the aggregate
3.3% of the mortgage pool (3.6% of loan group
1) and the Kmart Portfolio concentration (loan
numbers 58 and 77), representing 0.6% of the
mortgage pool (0.6% of loan group 1) are
groups of mortgage loans that are
cross-collateralized and cross-defaulted with
each of the other mortgage loans in their
respective groups. In addition, some mortgage
loans are secured by first lien deeds of trust
or mortgages, as applicable, on multiple
properties securing obligations of one
borrower or 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 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.......................... Six (6) mortgage loans (loan numbers 2, 23,
38, 64, 87 and 88) representing 10.1% of the
mortgage pool (10.9% 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 require mortgagee
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consent and will have to meet certain
conditions, including loan-to-value tests and
debt service coverage tests. In addition, five
(5) of such mortgage loans (loan numbers 23,
38, 64, 87 and 88), representing 2.4% of the
mortgage pool (2.6% of loan group 1) also
provide that 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.
SINGLE TENANTS AND CONCENTRATION
OF TENANTS SUBJECT THE TRUST
FUND TO INCREASED RISK........ Twenty-four (24) of the mortgaged properties
securing mortgage loans included in the trust
fund, representing 9.9% of the mortgage pool
(10.8% 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.
In addition, certain of the mortgaged
properties that are leased to single tenants
or a major tenant may have leases that
terminate or grant the tenant early
termination rights prior to the maturity date
of the related mortgage loan. Mortgaged
properties leased to a single tenant, or a
small number of tenants, are more likely to
experience interruptions of cash flow if a
tenant fails to renew its lease because there
may be less or no rental income until new
tenants are found and it may be necessary to
expend substantial amounts of capital to make
the space acceptable to new tenants.
With respect to 1 mortgage loan (loan number
3), representing 6.5% of the mortgage pool
(7.1% of loan group 1), the largest tenant,
U.S. Bancorp, occupies approximately 715,961
square feet, or approximately 77.0% of the net
rentable area. The U.S. Bancorp lease expires
in May 2014 during the calendar year preceding
the mortgage loan's maturity date. See
"DESCRIPTION OF THE MORTGAGE POOL--
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Twenty Largest Mortgage Loans--U.S. Bancorp".
With respect to 1 mortgage loan (loan number
5), representing 3.1% of the mortgage pool
(3.4% of loan group 1), the sole tenant, CMP
Media LLC, occupies approximately 252,774
square feet of net rentable area. The CMP
Media LLC lease expires in October 2014 during
the calendar year preceding the mortgage
loan's maturity date. See "DESCRIPTION OF THE
MORTGAGE POOL--Twenty Largest Mortgage
Loans--600 Community Drive".
With respect to 1 mortgage loan (loan number
9), representing 2.6% of the mortgage pool
(2.8% of loan group 1), the largest tenant,
DKNY, occupies approximately 130,600 square
feet, or approximately 80.1% of the net
rentable area. The DKNY lease expires in
December 2008 during the seventh calendar year
preceding the mortgage loan's maturity date.
See "DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans--240 West 40th Street".
With respect to 1 mortgage loan (loan number
10), representing 2.6% of the mortgage pool
(2.8% of loan group 1), the only two tenants,
the U.S. General Services Administration and
TKC Communications LLC, occupy approximately
144,551 square feet and approximately 112,874
square feet of net rentable area,
respectively. The U.S. General Services
Administration lease expires in December 2013
during the second calendar year preceding the
mortgage loan's maturity date, and the TKC
Communications LLC lease expires in June 2009
during the sixth calendar year preceding the
mortgage loan's maturity date. See
"DESCRIPTION OF THE MORTGAGE POOL--Twenty
Largest Mortgage Loans--Suffolk Building".
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 18 mortgage loans representing 4.1%
of the mortgage pool (4.5% 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.
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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. In addition,
certain borrowers, managers and their
respective affiliates may be or have been
subject to investigation, civil penalty,
criminal penalty or enforcement. It is possible
that such proceedings may have a material
adverse effect on any borrower's ability to
meet its obligations under the related mortgage
loan and, thus, on distributions on your
certificates.
POOR PROPERTY MANAGEMENT WILL
LOWER THE PERFORMANCE OF THE
RELATED MORTGAGED PROPERTY... The successful operation of a real estate
project depends upon the property manager's
performance and viability. The property manager
is responsible for:
o responding to changes in the local market;
o planning and implementing the rental
structure;
o operating the property and providing
building services;
o managing operating expenses; and
o assuring that maintenance and capital
improvements are carried out in a timely
fashion.
Properties deriving revenues primarily from
short-term sources, such as short-term leases,
are generally more management intensive than
properties leased to creditworthy tenants
under long-term leases.
Regency Realty Group Inc. is managing the
mortgaged properties for 9 mortgage loans
(loan numbers 2, 7, 13, 14, 19, 27, 30, 31 and
36), representing 19.3% of the mortgage pool
(21.0% of loan group 1). AMC, Inc. is managing
the mortgaged properties for 1 mortgage loan
(loan number 1), representing 12.7% of the
mortgage pool (13.8% of loan group 1). First
Washington Realty, Inc. is managing the
mortgaged properties for 5 mortgage loans
(loan numbers 11, 17, 20, 26 and 29),
representing 7.2% of the mortgage pool (7.8%
of loan group 1).
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
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of the related mortgage loans. See "--Adverse
Consequences Associated with Borrower
Concentration, Borrowers Under Common Control
and Related Borrowers" above.
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
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................... Three (3) mortgage loans included in the
trust fund, representing 14.2% of the mortgage
pool (15.4% of loan group 1), 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. One 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. See "DESCRIPTION
OF THE MORTGAGE POOL--Twenty Largest Mortgage
Loans--AmericasMart" in this prospectus
supplement.
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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 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
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lessee then sublets space in the mortgaged
property to sub-tenants. Therefore, the cash
flow from the rented mortgaged property will
be subject to the bankruptcy risks with
respect to the operating lessee.
MORTGAGE LOAN SELLER MAY NOT BE
ABLE TO MAKE A REQUIRED REPURCHASE
OR SUBSTITUTION OF A DEFECTIVE
MORTGAGE LOAN................ Neither we nor any of our affiliates (except,
in certain circumstances, for Wachovia Bank,
National Association in its capacity as the
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 the mortgage loan
seller defaults on its obligation to do so. We
cannot provide assurances that the mortgage
loan seller will have the financial ability to
effect such repurchases or substitutions.
In addition, the mortgage loan seller 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.
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DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The pool of mortgage loans included in the Trust Fund (the "Mortgage
Pool") is expected to consist of 92 fixed rate mortgage loans (the "Mortgage
Loans"), with an aggregate principal balance (the "Cut-Off Date Pool Balance")
of $1,614,545,341. The "Cut-Off Date" for one of the Mortgage Loans is June 4,
2005 and for 91 of the Mortgage Loans is June 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) 6
Mortgage Loans that are secured by multifamily properties. Loan Group 1 is
expected to consist of 81 Mortgage Loans with an aggregate Cut-Off Date Balance
of $1,487,839,573 (the "Cut-Off Date Group 1 Balance"). Loan Group 2 will
consist of 11 Mortgage Loans that are secured by multifamily properties. Loan
Group 2 is expected to consist of 11 Mortgage Loans with an aggregate Cut-Off
Date Balance of $126,705,768 (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 $1,350,000 to $204,817,319. The Mortgage
Loans in the Mortgage Pool have an average Cut-Off Date Balance of $17,549,406.
The Cut-Off Date Balances of the Mortgage Loans in Loan Group 1 range from
$1,350,000 to $204,817,319. The Mortgage Loans in Loan Group 1 have an average
Cut-Off Date Balance of $18,368,390. The Cut-Off Date Balances of the Mortgage
Loans in Loan Group 2 range from $4,995,066 to $33,000,000. The Mortgage Loans
in Loan Group 2 have an average Cut-Off Date Balance of $11,518,706. 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/room/unit, loan-to-value
ratios and debt service coverage ratios) with respect to the Co-Lender Loans
are calculated without regard to the related Subordinate Companion Loan;
provided that, with respect to the Pari Passu 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 Pari Passu
Companion Loan (but not any related Subordinate Companion Loan) as well as the
Pari Passu Loan itself.
The Centennial Tower Loan will be deemed to be split into three components
(the "Centennial Tower Pooled Component", the "Centennial Tower Senior
Non-Pooled Component" and the "Centennial Tower Junior Non-Pooled Component").
The Centennial Tower Pooled Component has a component principal balance of
$45,000,000 and will represent 2.8% of the Cut-Off Date Pool Balance (3.0% of
the Cut-Off Date Group 1 Balance). The Certificates (other than the Class CT-1
and Class CT-2 Certificates) will be entitled to distributions from the
Centennial Tower Pooled Component. Although both the Centennial Tower Senior
Non-Pooled Component and the Centennial Tower Junior Non-Pooled Component
(together with the Centennial Tower Senior Non-Pooled Component, the
"Centennial Tower Non-Pooled Components") are included in the Trust Fund, for
the purpose of numerical and statistical information presented in this
prospectus supplement (including the annexes) that information does not include
the Centennial Tower Non-Pooled Components. The component principal balance of
the
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Centennial Tower Senior Non-Pooled Component as of the Cut-Off Date will be
$9,000,000 and the component principal balance of the Centennial Tower Junior
Non-Pooled Component as of the Cut-Off Date will be $13,000,000.
The following table describes certain information regarding the Centennial
Tower Loan, together with the related Pooled Component and Non-Pooled
Components:
<TABLE>
SENIOR JUNIOR
COMBINED POOLED NON-POOLED NON-POOLED COMBINED
CUT-OFF COMPONENT COMPONENT COMPONENT CUT-OFF COMBINED
LOAN DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE DATE UNDERWRITTEN
MORTGAGE LOAN NO. BALANCE BALANCE BALANCE BALANCE LTV DSCR
- -------------------------- ------ -------------- -------------- -------------- -------------- --------- -------------
Centennial Tower ......... 8 $67,000,000 $45,000,000 $9,000,000 $13,000,000 89.0% 1.15x
</TABLE>
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 3 Mortgage Loans, representing 14.2% of
the Cut-Off Date Pool Balance (15.4% of the Cut-Off Date Group 1 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:
MORTGAGED PROPERTIES BY PROPERTY TYPE(1)
<TABLE>
NUMBER OF AGGREGATE PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE GROUP 1 BALANCE GROUP 2 BALANCE
- ------------------------------- ------------ ----------------- --------------- ----------------- ----------------
Retail ........................ 58 $ 706,166,641 43.7% 47.5% 0.0%
Retail -- Anchored ........... 54 680,824,641 42.2 45.8 0.0
Retail -- Unanchored ......... 4 25,342,000 1.6 1.7 0.0
Office ........................ 9 418,945,000 25.9 28.2 0.0
Special Purpose ............... 1 204,817,319 12.7 13.8 0.0
Multifamily ................... 19 191,234,388 11.8 4.3 100.0
Hospitality ................... 6 61,543,067 3.8 4.1 0.0
Mobile Home Park .............. 1 10,700,000 0.7 0.7 0.0
Self Storage .................. 2 10,043,039 0.6 0.7 0.0
Mixed Use ..................... 2 6,700,000 0.4 0.5 0.0
Land(2) ....................... 1 4,395,887 0.3 0.3 0.0
-- -------------- ----- ----- -----
99 $1,614,545,341 100.0% 100.0% 100.0%
== ============== ===== ===== =====
</TABLE>
- ----------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated loan
amounts (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) Specifically, the fee interest in land which the ground tenant has
improved and leased as a retail center. The retail center is not part of
the loan collateral, and the source of funds for loan repayment is the
ground rent payments made to the related borrower.
[GRAPHIC OMITTED]
RETAIL LAND MIXED USE SELF STORAGE MOBILE HOME PARK
43.7% 0.3% 0.4% 0.6% 0.7%
HOSPITALITY MULTIFAMILY SPECIAL PURPOSE OFFICE
3.8% 11.8% 12.7% 25.9%
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MORTGAGE LOAN HISTORY
All of the Mortgage Loans will be acquired on the Closing Date by the
Depositor from the Mortgage Loan Seller. Wachovia Bank, National Association
("Wachovia"), in its capacity as a Mortgage Loan Seller, originated all of the
Mortgage Loans to be included in the Trust Fund. 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.
Seventy-eight (78) of the Mortgage Loans, representing 96.8% of the Cut-Off
Date Pool Balance (67 Mortgage Loans in Loan Group 1 or 96.5% and all 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. Fourteen (14) of the
Mortgage Loans, representing 3.2% of the Cut-Off Date Pool Balance (3.5% of the
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. Twenty-two (22) of the
Mortgage Loans, representing 19.0% of the Cut-Off Date Pool Balance (17
Mortgage Loans in Loan Group 1 or 16.5% of the Cut-Off Date Group 1 Balance and
5 Mortgage Loans in Loan Group 2 or 48.4% 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. Forty-four (44) of the Mortgage Loans, representing 54.1%
of the Cut-Off Date Pool Balance (42 Mortgage Loans in Loan Group 1 or 56.0% of
the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 31.9%
of the Cut-Off Date Group 2 Balance), are interest-only for their entire term.
Mortgage Loan Payments. Scheduled payments of principal and/or interest
other than Balloon Payments (the "Periodic Payments") on all of the Mortgage
Loans are due monthly.
Due Dates. Generally, the Periodic Payment for each Mortgage Loan is due
on the date (each such date, a "Due Date") occurring on the 11th day of the
month. No Mortgage Loan has a grace period that extends payment beyond the 11th
day of any calendar month.
Amortization. All of the Mortgage Loans (the "Balloon Loans") 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"). Forty-four (44) of these Balloon Loans, representing 54.1% of the
Cut-Off Date Pool Balance (42 Mortgage Loans in Loan Group 1 or 56.0% of the
Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 31.9% of
the Cut-off Date Group 2 Balance), provide for interest-only Periodic Payments
for the entire term and do not amortize.
Five (5) of the Balloon Loans (the "ARD Loans"), representing 2.4% of the
Cut-Off Date Pool Balance (2.6% of the Cut-Off Date Group 1 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. All of the 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 (other than such
amounts allocable to the Centennial Tower Non-Pooled Components) will be
distributed to (i) the Class Z Certificates, (ii) with respect to Additional
Interest allocable to the Centennial Tower Senior Non-Pooled Component, to the
holders of the Class CT-1
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Certificates and (iii) with respect to Additional Interest allocable to the
Centennial Tower Junior Non-Pooled Component, to the holders of the Class CT-2
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.
Twenty-two (22) of the Balloon Loans, representing 19.0% of the Cut-Off
Date Pool Balance (17 Mortgage Loans in Loan Group 1 or 16.5% of the Cut-Off
Date Group 1 Balance and 5 Mortgage Loans in Loan Group 2 or 48.4% of the
Cut-Off Date Group 2 Balance), provide for monthly payments of interest-only
for the first 12 to 84 months for Loan Group 1 and the first 6 to 60 months for
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, but not the entire principal balance of the Mortgage Loans.
Forty-four (44) of the Balloon Loans and ARD Loans, representing 54.1% of the
Cut-Off Date Pool Balance (42 Mortgage Loans in Loan Group 1 or 56.0% of the
Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 31.9% of
the Cut-Off Date Group 2 Balance), provide for monthly payments of
interest-only until maturity or ARD and do not provide for any amortization of
principal.
Prepayment Provisions. As of the Cut-Off Date, all of the Mortgage Loans
restrict or prohibit voluntary principal prepayment. In general, all of 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 (73
Mortgage Loans or 57.1% of the Cut-Off Date Pool Balance, (63 Mortgage Loans in
Loan Group 1 or 54.0% of the Cut-Off Date Group 1 Balance and 10 Mortgage Loans
in Loan Group 2 or 94.1% 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 or permit defeasance for most of the remaining term
(15 Mortgage Loans or 29.1% of the Cut-Off Date Pool Balance (31.6% of the
Cut-Off Date Group 1 Balance)); (iii) 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 12.7% of the Cut-Off Date
Pool Balance (13.8% of the Cut-Off Date Group 1 Balance)); or (iv) 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 (3 Mortgage Loans or 1.1% of the Cut-Off Date Pool
Balance (2 Mortgage Loans in Loan Group 1 or 0.7% and 1 Mortgage Loan in Loan
Group 2 or 5.9% of the Cut-Off Date Group 2 Balance)); provided that, for
purposes of each of the foregoing, "remaining term" refers to either the
remaining term to maturity or the Anticipated Repayment Date, as applicable, of
the related Mortgage Loan. See "--Additional Mortgage Loan Information" in this
prospectus supplement. Prepayment Premiums and Yield Maintenance Charges, if
and to the extent collected, will be distributed as described under
"DESCRIPTION OF THE CERTIFICATES--Distributions--Allocation of Prepayment
Premiums and Yield Maintenance Charges" in this prospectus supplement. The
Depositor makes no representation as to the enforceability of the provisions of
any Mortgage Note requiring the payment of a Prepayment Premium or Yield
Maintenance Charge, or of the collectability of any Prepayment Premium or Yield
Maintenance Charge.
Certain state laws limit the amounts that a 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.
S-100
The Mortgage Loans included in the Trust Fund 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.
In addition, with respect to 2 Mortgage Loans (loan numbers 46 and 51),
representing 0.9% of the Cut-Off Date Pool Balance (1 Mortgage Loan in Loan
Group 1 or 0.5% and 1 Mortgage Loan in Loan Group 2 or 5.9%), the related
Mortgage Loan Documents provide for a holdback of proceeds of the related
Mortgage Loan which will be released to the related borrower upon the
satisfaction of certain financial conditions. If such financial conditions are
not met within the lockout period for the related Mortgage Loan, the related
Mortgage Loan documents require that the holdback proceeds be applied as an
involuntary partial prepayment of the related Mortgage Loan, along with the
corresponding payment by the related borrower of a yield maintenance charge.
See "RISK FACTORS--Prepayments Will Affect Your Yield" in this prospectus
supplement.
Eighty-nine (89) of the Mortgage Loans, or 98.9% of the Cut-Off Date Pool
Balance (79 Mortgage Loans in Loan Group 1 or 99.3% of the Cut-Off Date Group 1
Balance and 10 Mortgage Loans in Loan Group 2 or 94.1% of the Cut-Off Date
Group 2 Balance), provide that, in general, under certain conditions, the
related borrower will have the right, no earlier than two years following the
Closing Date, to substitute a pledge of Defeasance Collateral in exchange for a
release of the related Mortgaged Property (or a portion thereof) from the lien
of the related Mortgage without the prepayment of the Mortgage Loan or the
payment of the applicable Prepayment Premium or Yield Maintenance Charge except
for 1 mortgage loan (loan number 1) which provides for Yield Maintenance prior
to defeasance. 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 110% 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.
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
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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.
With respect to 1 Mortgage Loan (loan number 47), representing
approximately 0.5% of the Cut-Off Date Pool Balance (0.5% of the Cut-Off Date
Group 1 Balance), the borrower, under certain circumstances, may encumber the
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 1 Mortgage Loan (loan number 5), representing
approximately 3.1% of the Cut-Off Date Pool Balance (3.4% of the Cut-Off Date
Group 1 Balance), the ownership interests of the direct or indirect owners of
the 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 12 Mortgage Loans (loan numbers 10, 16, 21, 24, 33, 39,
42, 46, 51, 54, 62 and 86), representing approximately 10.4% of the Cut-Off
Date Pool Balance (11 Mortgage Loans in Loan Group 1 or 10.8% of the Cut-Off
Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 5.9% 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.
In addition, with respect to 1 Mortgage Loan (loan number 79),
representing 0.2% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date
Group 1 Balance), the Mortgage Loan documents provide that the borrower may
incur additional unsecured debt or that the ownership interests in the borrower
may be pledged as security for mezzanine debt in the future, subject to the
terms of a subordination and standstill agreement entered into in favor of the
mortgagee and the satisfaction of certain financial conditions.
With respect to 2 Mortgage Loans (loan numbers 32 and 49), representing
1.3% of the Cut-Off Date Pool Balance (1.4% of the Cut-Off Date Group 1
Balance), the related Mortgage Loan documents do not prohibit the borrower from
incurring additional unsecured debt or an owner of an interest in the related
borrower from pledging its ownership interest in the related borrower as
security for mezzanine debt because the related borrower is not required by
either the Mortgage Loan documents or related organizational documents to be a
special purpose entity.
In addition, with respect to the Co-Lender Loans, the related Mortgaged
Property also secures one or more Companion Loans. See "--Co-Lender Loans" in
this prospectus supplement.
Nonrecourse Obligations. The Mortgage Loans are generally nonrecourse
obligations of the related borrowers and, upon any such borrower's default in
the payment of any amount due under the related Mortgage Loan, the holder
thereof may look only to the related Mortgaged Property for satisfaction of the
borrower's obligations. In addition, in those cases where recourse to a
borrower or guarantor is purportedly permitted, the Depositor has not
undertaken an evaluation of the financial condition of any such person, and
prospective investors should therefore consider all of the Mortgage Loans to be
nonrecourse.
Due-On-Sale and Due-On-Encumbrance Provisions. Substantially all of the
Mortgages contain "due-on-sale" and "due-on-encumbrance" clauses that, in
general, permit the holder of the Mortgage to accelerate the maturity of the
related Mortgage Loan if the borrower sells or otherwise transfers or encumbers
the related Mortgaged Property or prohibit the borrower from doing so without
the consent of the holder of the Mortgage. However, certain of the Mortgage
Loans may permit one or more transfers of the related Mortgaged Property or the
transfer of a controlling interest in the related borrower to
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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 Loan. Four (4) groups of Mortgage Loans (the
IBT Portfolio concentration, the Vista Multifamily Portfolio concentration, the
Ridgeway Self Storage Portfolio concentration and the Kmart Portfolio
concentration), representing 5.3% of the Cut-Off Date Pool Balance (8 Mortgage
Loans in Loan Group 1 or 5.3% of the Cut-Off Date Group 1 Balance and 1
Mortgage Loan in Loan Group 2 or 5.9% 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.
As of the Closing Date, no Mortgage Loan, except the Co-Lender Loans, will
be cross-collateralized or cross-defaulted with any loan that is not included
in the Mortgage Pool. The Master Servicer or the Special Servicer, as the case
may be, will determine whether to enforce the cross-default and
cross-collateralization rights upon a mortgage loan default with respect to any
of these Mortgage Loans. The Certificateholders will not have any right to
participate in or control any such determination. No other Mortgage Loans are
subject to cross-collateralization or cross-default provisions.
Partial Releases. Certain of the Mortgage Loans permit a partial release
of a portion of the related Mortgaged Property not material to the underwriting
of the Mortgage Loan at the time of origination, without any prepayment or
defeasance of the Mortgage Loan.
In addition, the Stephanus Pool Mortgage Loan (loan number 22),
representing 1.3% of the Cut-Off Date Pool Balance (16.3% of the Cut-Off Date
Group 2 Balance), is secured by 3 Mortgaged Properties and permits release from
the lien of the deed of trust of either one or both of the 2 Mortgaged
Properties with the smallest allocated loan amounts without the payment of a
release price, subject to certain conditions, including, without limitation:
(i) certain financial conditions, including loan-to-value and debt service
coverage ratio tests and (ii) delivery of rating agency confirmations that the
release(s) will not result in a withdrawal, qualification or downgrade of any
ratings assigned to any Class of Certificates.
Substitutions. Six (6) of the Mortgage Loans (loan numbers 2, 23, 38, 64,
87 and 88) representing 10.1% of the Cut-Off Date Balance (10.9% 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, upon mortgagee consent and subject to certain conditions,
including loan-to-value tests and debt service coverage tests. In addition,
five (5) of such Mortgage Loans (loan numbers 23, 38, 64, 87 and 88),
representing 2.4% of the Cut-Off Date Balance (2.6% of the Cut-Off Date Group 1
Balance) also require 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.
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ASSESSMENTS OF PROPERTY CONDITION
Property Inspections. Generally, the Mortgaged Properties were inspected
by or on behalf of the Mortgage Loan Seller in connection with the origination
or acquisition of the related Mortgage Loans to assess their general condition.
No inspection revealed any patent structural deficiency or any deferred
maintenance considered material and adverse to the value of the Mortgaged
Property as security for the related Mortgage Loan, except in such cases where
adequate reserves have been established.
Appraisals. All of the Mortgaged Properties were appraised by a
state-certified appraiser or an appraiser belonging to the Appraisal Institute
in accordance with the Federal Institutions Reform, Recovery and Enforcement
Act of 1989. The primary purpose of each appraisal was to provide an opinion as
to the market value of the related Mortgaged Property. There can be no
assurance that another appraiser would have arrived at the same opinion of
market value.
Environmental Assessments. A "Phase I" environmental site assessment was
performed by independent environmental consultants with respect to each
Mortgaged Property in connection with the origination of the related Mortgage
Loans. "Phase I" environmental site assessments generally do not include
environmental testing. In certain cases, environmental testing, including in
some cases a "Phase II" environmental site assessment as recommended by such
"Phase I" assessment, was performed. Generally, in each case where
environmental assessments recommended corrective action, the originator of the
Mortgage Loan determined that the necessary corrective action had been
undertaken in a satisfactory manner, was being undertaken in a satisfactory
manner or that such corrective action would be adequately addressed
post-closing. In some instances, the originator required that reserves be
established to cover the estimated cost of such remediation or an environmental
insurance policy was obtained from a third party. 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 1 Mortgage Loan,
representing 0.3% of the Cut-Off Date Pool Balance (0.3% 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.
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, none of the Mortgaged Properties are likely to suffer a
probable maximum loss in excess of 20% of the amount of the estimated
replacement cost of the improvements located on the related Mortgaged Property.
CO-LENDER LOANS
General
Four (4) Mortgage Loans (loan number 1, the "AmericasMart Loan", loan
number 9, the "240 West 40th Street", loan number 18, the "Courtyard
Marriott--Miami Beach, FL Loan", and loan number 50, the "Merchants Crossing
Loan" collectively, the "Co-Lender Loans") originated by Wachovia Bank,
National Association are each evidenced by one of two or more notes each
secured by a single mortgage and a single assignment of leases and rents. In
addition to the Co-Lender Loans, certain other mortgage loans have additional
debt. See "RISK FACTORS--Additional Debt on Some Mortgage Loans Creates
Additional Risks".
The AmericasMart Loan is part of a split loan structure, which has 1
companion loan (the "AmericasMart Companion Loan") that is pari passu in right
of entitlement to payment with the
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AmericasMart Loan. The AmericasMart Companion Loan and the AmericasMart Loan
are referred to collectively herein as the "AmericasMart Whole Loan". The
AmericasMart Loan has a Cut-Off Date Balance of $204,817,319, representing
12.7% of the Cut-Off Date Pool Balance (13.8% of the Cut-Off Date Group 1
Balance). The AmericasMart Companion Loan will not be included in the Trust
Fund.
The 240 West 40th Street Loan is part of a split loan structure, which has
1 companion loan (the "240 West 40th Street Companion Loan") that is
subordinate in its right of entitlement to payment to the 240 West 40th Street
Loan. See "--240 West 40th Street Loan" below.
The Courtyard Marriott--Miami Beach, FL Loan is part of a split loan
structure, which has 1 companion loan (the "Courtyard Marriott--Miami Beach, FL
Companion Loan") that is subordinate in its right of entitlement to payment to
the Courtyard Marriott--Miami Beach Loan. See "--Courtyard Marriott--Miami
Beach, FL Loan" below.
The Merchants Crossing Loan (the "Mezz Cap Loan") is part of a split loan
structure, which has 1 companion loan (the "Mezz Cap Companion Loan") that is
subordinate in its right of entitlement to payment to the Mezz Cap Loan. See
"--Mezz Cap Loan" below.
The AmericasMart Companion Loan, the 240 West 40th Street Companion Loan,
the Courtyard Marriott--Miami Beach, FL Companion Loan and the Mezz Cap
Companion Loan, are referred to herein as the "Companion Loans". None of the
Companion Loans are included in the Trust Fund. The AmericasMart Companion Loan
is referred to herein as the "Pari Passu Companion Loan" and the AmericasMart
Loan is referred to as the "Pari Passu Loan". The Companion Loans, except for
the Pari Passu Companion Loans, are collectively referred to herein as the
"Subordinate Companion Loans". The Mezz Cap Loan together with the Mezz Cap
Companion Loan is referred to herein as the "Mezz Cap Whole Loan", the 240 West
40th Street Loan together with the 240 West 40th Street Companion Loan is
referred to herein as the "240 West 40th Street Whole Loan" and the Courtyard
Marriott--Miami Beach, FL Loan together with the Courtyard Marriott--Miami
Beach, FL Companion Loan is referred to herein as the "Courtyard
Marriott--Miami Beach, FL Whole Loan" (together with the Mezz Cap Whole Loan,
the AmericasMart Whole Loan and the 240 West 40th Street Whole Loan, the "Whole
Loans").
Wachovia Bank, National Association (or one of its affiliates) is the
initial holder of the AmericasMart Companion Loan, the 240 West 40th Street
Loan and the Courtyard Marriott--Miami Beach, FL Loan. An entity that is not
affiliated with the Mortgage Loan Seller is the holder of the Mezz Cap
Companion Loan.
With respect to the AmericasMart Loan, the terms of the related
intercreditor agreement (the "AmericasMart Intercreditor Agreement" or the
"Pari Passu Intercreditor Agreement") provide that the AmericasMart Loan and
the AmericasMart 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 240 West 40th Street Loan, the terms of the related
intercreditor agreement (the "240 West 40th Street Intercreditor Agreement")
provide that the 240 West 40th Street Companion Loan is subordinate in certain
respects to the 240 West 40th Street Loan. With respect to the Courtyard
Marriott--Miami Beach, FL Loan, the terms of the related intercreditor
agreement (the "Courtyard Marriott--Miami Beach, FL Intercreditor Agreement")
provide that the Courtyard Marriott--Miami Beach, FL Companion Loan is
subordinate in certain respects to the Courtyard Marriott--Miami Beach, FL
Loan.
With respect to the Mezz Cap Loan, the terms of the intercreditor
agreement (the "Mezz Cap Intercreditor Agreement", and together with the
AmericasMart Intercreditor Agreement, the 240 West 40th Street Intercreditor
Agreement and the Courtyard Marriott--Miami Beach, FL Intercreditor Agreement,
the "Intercreditor Agreements") provide that the Mezz Cap Companion Loan is
subordinate in certain respects to the Mezz Cap Loan.
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The following table presents certain information with respect to the
Co-Lender Loans:
<TABLE>
CUT-OFF DATE CUT-OFF DATE WHOLE
CUT-OFF DATE PRINCIPAL PRINCIPAL LOAN
PRINCIPAL BALANCE OF BALANCE OF WHOLE LOAN CUT-OFF
BALANCE OF SENIOR WHOLE UNDERWRITTEN DATE
MORTGAGE LOANS MORTGAGE LOAN COMPONENTS LOAN DSCR LTV
- ---------------------------------------- --------------- -------------- -------------- -------------- ----------
AmericasMart ........................... $204,817,319 $409,634,637 $409,634,637 2.28x 56.1%
240 West 40th Street ................... $ 42,000,000 $ 42,000,000 $ 45,000,000 1.24x 78.9%
Courtyard Marriott--Miami Beach, FL..... $ 23,500,000 $ 23,500,000 $ 34,000,000 1.52x 72.8%
Merchants Crossing ..................... $ 6,930,000 $ 6,930,000 $ 7,360,048 1.12x 84.6%
</TABLE>
Pari Passu Loans
Servicing Provisions of the Pari Passu Loan Intercreditor Agreement. With
respect to the AmericasMart Loan, the Master Servicer and the Special Servicer
will administer the AmericasMart Loan and its related AmericasMart Companion
Loan pursuant to the Pooling and Servicing Agreement and the related
AmericasMart Loan Intercreditor Agreement for so long as the AmericasMart Loan
is part of the trust fund. The holder of the AmericasMart 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
AmericasMart Loan. See "SERVICING OF THE MORTGAGE LOANS--The Controlling Class
Representative" in this prospectus supplement.
Application of Payments. Pursuant to the Pari Passu Loan Intercreditor
Agreement, all payments, proceeds and other recoveries on or in respect of the
Pari Passu Loan and/or the Pari Passu Companion Loan (subject in each case to
the rights of the applicable master servicer, the applicable special servicer
and the applicable trustee to payments and reimbursements as set forth in the
applicable pooling and servicing agreement) will be applied to the Pari Passu
Loan and the Pari Passu Companion Loan on a pro rata basis according to their
respective principal balances.
240 West 40th Street Loan
Servicing Provisions of the 240 West 40th Street Intercreditor Agreement.
With respect to the 240 West 40th Street Whole Loan, the Master Servicer and
the Special Servicer will service and administer the 240 West 40th Street Loan
and the 240 West 40th Street Companion Loan, in each case pursuant to the
Pooling and Servicing Agreement and the 240 West 40th Street Intercreditor
Agreement for so long as the 240 West 40th Street Loan is part of the Trust
Fund. If the principal amount of the 240 West 40th Street Companion Loan, less
any existing Appraisal Reduction Amount, is at least equal to 25% of the
original principal amount of the 240 West 40th Street Companion Loan, the
holder of the 240 West 40th Street 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 240 West 40th Street 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 default under the 240 West 40th Street Loan or the 240
West 40th Street Companion Loan, the holder of the 240 West 40th Street
Companion Loan will be entitled to (i) cure such default within five (5)
business days of receipt of notice from the Master Servicer with respect to
monetary defaults and within thirty (30) days of receipt of notice from the
Master Servicer with respect to non-monetary defaults and/or (ii) purchase the
240 West 40th Street Loan from the Trust Fund after the expiration of the cure
period subject to the conditions contained in the 240 West 40th Street
Intercreditor Agreement; provided, however, the holder of the 240 West 40th
Street Companion Loan may only cure such defaults five (5) times during the
life of the 240 West 40th Street Loan and no such cure is permitted to last for
more than three (3) consecutive months. The purchase price will generally equal
the unpaid principal balance of the 240 West 40th Street Loan, together with
all unpaid interest on the 240 West 40th
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Street Loan (other than default interest) at the Mortgage Rate and any
unreimbursed servicing expenses, Advances and interest on Advances for which
the borrower under the 240 West 40th Street Loan is responsible. No prepayment
consideration will be payable in connection with such a purchase of the 240
West 40th Street Loan.
Application of Payments. Pursuant to the 240 West 40th Street
Intercreditor Agreement, to the extent described below, the right of the holder
of the 240 West 40th Street Companion Loan to receive payments with respect to
the 240 West 40th Street Companion Loan is subordinate to the payment rights of
the Trust Fund to receive payments with respect to the 240 West 40th Street
Loan. Prior to the occurrence of a monetary default with respect to the 240
West 40th Street Whole Loan or a non-monetary default that results in the 240
West 40th Street Loan becoming a Specially Serviced Mortgage Loan, after
payment or reimbursement of any Advances, advance interest or other costs, fees
or expenses related to or allocable to the 240 West 40th Street Loan or the 240
West 40th Street Companion Loan, all payments and proceeds (of whatever nature)
received with respect to the 240 West 40th Street Loan and the 240 West 40th
Street Companion Loan will be paid first, to the Trust Fund in an amount equal
to interest due with respect to the 240 West 40th Street Loan; second, to the
Trust Fund in an amount equal to its pro rata share (based upon the outstanding
principal balance of the 240 West 40th Street Loan) of principal payments on
the 240 West 40th Street Loan; third, to the holder of the 240 West 40th Street
Companion Loan in an amount equal to interest due with respect to the 240 West
40th Street Companion Loan; fourth, to the holder of the 240 West 40th Street
Companion Loan in an amount equal to its pro rata share (based upon the
outstanding principal balance of the 240 West 40th Street Companion Loan) of
principal payments on the 240 West 40th Street Loan; fifth, to the Trust Fund
and the holder of the 240 West 40th Street Companion Loan, pro rata (based upon
the outstanding principal balances of the 240 West 40th Street Loan and the 240
West 40th Street Companion Loan), in an amount equal to any prepayment premium,
to the extent actually paid; sixth, to the Trust Fund and the holder of the 240
West 40th Street Companion Loan, pro rata, based upon any unreimbursed costs
and expenses owing to the Trust Fund or the holder of the 240 West 40th Street
Companion Loan, respectively, up to the amount of any such unreimbursed costs
and expenses; and seventh, to the Trust Fund and the holder of the 240 West
40th Street Companion Loan, pro rata, based upon the default interest
respectively accrued under the 240 West 40th Street Loan and the 240 West 40th
Street Companion Loan, to the extent actually paid. If any excess amount is
paid by the borrower, and not otherwise applied in accordance with the
foregoing seven clauses, such amount will be paid to the Trust Fund and the
holder of the 240 West 40th Street Companion Loan on a pro rata basis.
Following the occurrence and during the continuance of a monetary default
with respect to the 240 West 40th Street Whole Loan or a non-monetary event of
default that results in the 240 West 40th Street Loan becoming a Specially
Serviced Mortgage Loan, and subject to the right of the holder of the 240 West
40th Street Companion Loan to purchase the 240 West 40th Street Loan from the
Trust Fund, after payment or reimbursement of any Advances (other than P&I
Advances made by the holder of the 240 West 40th Street Companion Loan),
advance interest or other costs, fees or expenses related to or allocable to
the 240 West 40th Street Loan or the 240 West 40th Street Companion Loan, all
payments and proceeds (of whatever nature) on the 240 West 40th Street
Companion Loan will be subordinate to all payments due on the 240 West 40th
Street Loan and the amounts with respect to the 240 West 40th Street Loan and
the 240 West 40th Street Companion Loan will be paid first, to the Trust Fund
in an amount equal to interest due with respect to the 240 West 40th Street
Loan; second, to the Trust Fund in an amount equal to the principal balance of
the 240 West 40th Street Loan until paid in full; third, to the holder of the
240 West 40th Street Companion Loan in an amount equal to interest due with
respect to the 240 West 40th Street Companion Loan; fourth, to the holder of
the 240 West 40th Street Companion Loan in an amount equal to the principal
balance of the 240 West 40th Street Companion Loan until paid in full; fifth,
with respect to the 240 West 40th Street Loan, to the Trust Fund in an amount
equal to any Prepayment Premium, to the extent actually paid and allocable to
the 240 West 40th Street Loan; sixth, with respect to the 240 West 40th Street
Loan, to the Trust Fund in an amount equal to any unpaid default interest
accrued on the 240 West 40th Street Loan; seventh, to the holder of the 240
West 40th Street Companion Loan in an amount equal to any Prepayment Premium,
to the extent actually paid and allocable to the 240 West 40th Street Companion
Loan; eighth, to the holder of the 240 West 40th Street Companion Loan in an
amount equal to any unpaid default interest accrued on the 240 West 40th Street
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Companion Loan: ninth, to the Trust Fund and the holder of the 240 West 40th
Street Companion Loan, pro rata, based upon the amount of any unreimbursed
costs and expenses, respectively, up to the amount of any such unreimbursed
costs and expenses; and tenth, any excess, to the Trust Fund and the holder of
the 240 West 40th Street Companion Loan, pro rata, based upon the outstanding
principal balances; provided that if the principal balance of the 240 West 40th
Street Companion Loan is equal to zero, then based upon the initial principal
balances.
Courtyard Marriott--Miami Beach, FL Loan
Servicing Provisions of the Courtyard Marriott--Miami Beach, FL Loan
Intercreditor Agreement. With respect to the Courtyard Marriott--Miami Beach,
FL Whole Loan, the Master Servicer and the Special Servicer will service and
administer the Courtyard Marriott--Miami Beach, FL Whole Loan pursuant to the
Pooling and Servicing Agreement and the related Intercreditor Agreement for so
long as the Courtyard Marriott--Miami Beach, FL Loan is part of the trust. The
holder of the Courtyard Marriott--Miami Beach, FL 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 Courtyard Marriott--Miami Beach,
FL 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
Courtyard Marriott--Miami Beach, FL 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 twenty (20) days of receipt of notice
thereof. In addition, the holder of the Courtyard Marriott--Miami Beach, FL
Companion Loan has the right, by written notice to the holder of the Courtyard
Marriott--Miami Beach, FL Loan delivered within forty-five (45) days of the
expiration of any cure period provided to the holder of the Courtyard
Marriott--Miami Beach, FL 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 Courtyard
Marriott--Miami Beach, FL Loan from the trust subject to the terms and
conditions contained in the related Intercreditor Agreement; provided, however,
the Courtyard Marriott -- Miami Beach, FL Intercreditor Agreement provides the
holder of the Courtyard Marriott -- Miami Beach, FL Companion Loan is only
permitted to exercise its cure rights a proscribed number of times during the
life of the Courtyard Marriott-Miami Beach, FL Loan. Any cure right executed
pursuant to the above is only permitted to last for a proscribed time period.
The purchase price will include, among other things, an amount equal to the
unpaid principal balance of the Courtyard Marriott--Miami Beach, FL Loan,
together with all unpaid interest on the Courtyard Marriott--Miami Beach, FL
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 Courtyard Marriott--Miami Beach, FL Whole Loan.
Application of Payments. Pursuant to the Courtyard Marriott--Miami Beach,
FL Intercreditor Agreement, to the extent described below, the right of the
holder of the Courtyard Marriott--Miami Beach, FL Companion Loan to receive
payments with respect to the Courtyard Marriott--Miami Beach, FL Companion Loan
is subordinate to the payment rights of the Trust Fund to receive payments with
respect to the Courtyard Marriott--Miami Beach, FL Loan. Prior to the
occurrence and continuance of an uncured monetary default or the Courtyard
Marriott--Miami Beach, FL Loan becoming a Specially Serviced Mortgage Loan,
after payment or reimbursement of servicing fees, expenses, costs and advances,
all payments and proceeds (of whatever nature) received with respect to the
Courtyard Marriott--Miami Beach, FL Loan (including amounts received by the
Master Servicer or Special Servicer pursuant to the Pooling and Servicing
Agreement but excluding any amounts for required reserves or escrows required
by the related Mortgage Loan documents and proceeds, awards or settlements to
be applied to the restoration or repair of the Mortgaged Property related to
the Courtyard Marriott--Miami Beach, FL Loan or released to the borrower in
accordance with the terms of the related Mortgage Loan documents) to the extent
not otherwise required to be applied under the loan documents will be paid:
first, to the
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holder of the Courtyard Marriott--Miami Beach, FL Loan in an amount equal to
the accrued and unpaid interest on the principal balance of the Courtyard
Marriott--Miami Beach, FL Loan through the end of the interest accrual period
during which the applicable payment date occurs; second, to the holder of the
Courtyard Marriott--Miami Beach, FL Loan, in an aggregate amount equal to its
pro rata portion of all payments of principal on the Courtyard Marriott--Miami
Beach, FL Loan (based upon the principal balance of the Courtyard
Marriott--Miami Beach, FL Loan and the Courtyard Marriott--Miami Beach, FL
principal balance of the Companion Loan, respectively) received by the holder
of the Courtyard Marriott--Miami Beach, FL Loan, to be applied in reduction of
the principal balance of the Courtyard Marriott--Miami Beach, FL Loan; third,
to the holder of the Courtyard Marriott--Miami Beach, FL Loan in an amount
equal to any unreimbursed realized losses previously allocated to the Courtyard
Marriott--Miami Beach, FL Loan; fourth, to the holder of the Courtyard
Marriott--Miami Beach, FL Companion Loan any unreimbursed cure payments or any
unreimbursed costs (including advances) paid or reimbursed by the holder of the
Courtyard Marriott--Miami Beach, FL Companion Loan with respect to the
Mortgaged Loan pursuant to the Courtyard Marriott--Miami Beach, FL
Intercreditor Agreement; fifth, to the holder of the Courtyard Marriott--Miami
Beach, FL Companion Loan, in an amount equal to the accrued and unpaid interest
on the principal balance of the Courtyard Marriott--Miami Beach, FL Companion
Loan, through the end of the interest accrual period during which the
applicable payment date occurs; sixth, to the holder of the Courtyard
Marriott--Miami Beach, FL Companion Loan, in an aggregate amount equal to its
pro rata portion of all payments of principal on the Courtyard Marriott--Miami
Beach, FL Companion Loan (based upon the principal balance of the Courtyard
Marriott--Miami Beach, FL Loan and the principal balance of the Courtyard
Marriott--Miami Beach, FL Companion Loan, respectively) received by the holder
of the Courtyard Marriott--Miami Beach, FL Loan, to be applied in reduction of
the principal balance of the Courtyard Marriott--Miami Beach, FL Companion
Loan; seventh, to the holder of the Courtyard Marriott--Miami Beach, FL
Companion Loan, in an amount equal to any unreimbursed realized losses
previously allocated to the Courtyard Marriott--Miami Beach, FL Companion Loan;
eighth, to the holders the Courtyard Marriott--Miami Beach, FL Loan and the
Courtyard Marriott--Miami Beach, FL Companion Loan, pro rata (based upon the
principal balance of the Courtyard Marriott--Miami Beach, FL Loan and the
principal balance of the Courtyard Marriott--Miami Beach, FL Companion Loan,
respectively), in an amount equal to the prepayment premium, to the extent
actually paid; and ninth, any excess, pro rata, to the holders the Courtyard
Marriott--Miami Beach, FL Loan and the Courtyard Marriott--Miami Beach, FL
Companion Loan (based upon the principal balance of the Courtyard
Marriott--Miami Beach, FL Loan and the principal balance of the Courtyard
Marriott--Miami Beach, FL Companion Loan, respectively); provided, if the
principal balance of the Courtyard Marriott--Miami Beach, FL Loan and the
principal balance of the Courtyard Marriott--Miami Beach, FL Companion Loan are
each equal to zero, then based upon the initial principal balance of the
Courtyard Marriott--Miami Beach, FL Loan and the initial principal balance of
the Courtyard Marriott--Miami Beach, FL Companion Loan.
Following the occurrence and during the continuance of an uncured monetary
default with respect to the Courtyard Marriott--Miami Beach, FL Whole Loan or
the Courtyard Marriott--Miami Beach, FL Loan becoming a Specially Serviced
Mortgage Loan, after payment or reimbursement of any advances, advance interest
or other costs, fees or expenses related to or allocable to the Courtyard
Marriott--Miami Beach, FL Loan or the Courtyard Marriott--Miami Beach, FL
Companion Loan, all payments and proceeds (of whatever nature) on the Courtyard
Marriott--Miami Beach, FL Companion Loan will be subordinate to all payments
due on the Courtyard Marriott--Miami Beach, FL Loan and the amounts with
respect to the Courtyard Marriott--Miami Beach, FL Companion Loan will be paid:
first, to the holder of the Courtyard Marriott--Miami Beach, FL Loan, in an
amount equal to accrued and unpaid interest on the principal balance of the
Courtyard Marriott--Miami Beach, FL Loan through the end of the interest
accrual period during which the applicable payment date occurs; second, to the
holder of the Courtyard Marriott--Miami Beach, FL Loan, in an amount equal to
the principal balance of the Courtyard Marriott--Miami Beach, FL Loan until
paid in full; third, to the holder of the Courtyard Marriott--Miami Beach, FL
Loan in an amount equal to any unreimbursed realized losses previously
allocated to the Courtyard Marriott--Miami Beach, FL Loan, fourth, to the
holder of the Courtyard Marriott--Miami Beach, FL Companion Loan in an amount
equal to accrued and unpaid interest on the principal balance of the Courtyard
Marriott--Miami Beach, FL Companion Loan through the end of the
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interest accrual period during which the applicable payment date occurs; fifth,
to the holder of the Courtyard Marriott--Miami Beach, FL Companion Loan, in an
amount equal to the principal balance of the Courtyard Marriott--Miami Beach,
FL Companion Loan until paid in full; sixth, to the holder of the Courtyard
Marriott--Miami Beach, FL Companion Loan in an amount equal to any unreimbursed
realized losses previously allocated to the Courtyard Marriott--Miami Beach, FL
Companion Loan, seventh, to the holder of the Courtyard Marriott--Miami Beach,
FL Loan, in an amount equal to the portion of any prepayment premium, to the
extent actually paid, allocable to the Courtyard Marriott--Miami Beach, FL Loan
(based upon the ratio between (x) the initial principal balance of the
Courtyard Marriott--Miami Beach, FL Loan and (y) the sum of the initial
principal balance of the Courtyard Marriott--Miami Beach, FL Loan and the
principal balance of the Courtyard Marriott--Miami Beach, FL Companion Loan, in
each case on the date of determination); eighth, to the holder of the Courtyard
Marriott--Miami Beach, FL Companion Loan, in an amount equal to the portion of
any prepayment premium, to the extent actually paid, allocable to the Courtyard
Marriott--Miami Beach, FL Companion Loan (based upon the ratio between (x) the
initial Courtyard Marriott--Miami Beach, FL Companion Loan principal balance
and (y) the sum of the initial principal balance of the Courtyard
Marriott--Miami Beach, FL Loan and the principal balance of the Courtyard
Marriott--Miami Beach, FL Companion Loan, in each case on the date of
determination); ninth, to the holder of the Courtyard Marriott--Miami Beach, FL
Loan in an amount equal to any default interest (in excess of the interest paid
in accordance with Section 2(c)(i) of the Courtyard Marriott--Miami Beach, FL
Intercreditor Agreement) on the principal balance of the Courtyard
Marriott--Miami Beach, FL Loan; tenth, to the holder of the Courtyard
Marriott--Miami Beach, FL Companion Loan in an amount equal to any default
interest (in excess of the interest paid pursuant to clause fourth above) on
the principal balance of the Courtyard Marriott--Miami Beach, FL Companion Loan
calculated at the default rate under the Courtyard Marriott--Miami Beach, FL
Companion Loan; and eleventh, any excess, pro rata, to the holder of the
Courtyard Marriott--Miami Beach, FL Loan and the holder of the Courtyard
Marriott--Miami Beach, FL Companion Loan based upon the outstanding principal
balance of the Courtyard Marriott--Miami Beach, FL Loan and outstanding
principal balance of the Courtyard Marriott--Miami Beach, FL Companion Loan,
respectively; provided, if the principal balance of the Courtyard
Marriott--Miami Beach, FL Loan and the principal balance of the Courtyard
Marriott--Miami Beach, FL Companion Loan are each equal to zero, then based
upon the initial principal balance of the Courtyard Marriott--Miami Beach, FL
Loan and the initial principal balance of the Courtyard Marriott--Miami Beach,
FL Companion Loan.
Mezz Cap Loan
Servicing Provisions of the Mezz Cap Intercreditor Agreement. With respect
to the Mezz Cap Loan, the Master Servicer and Special Servicer will service and
administer the Mezz Cap Loan and the Mezz Cap Companion Loan pursuant to the
Pooling and Servicing Agreement and the Intercreditor Agreements for so long as
the 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 Mezz Cap Loan or the related loan documents without obtaining the
prior written consent of the holder of the Mezz Cap Companion Loan if such
proposed amendment, deferral, extension, modification, increase, renewal,
replacement, consolidation, supplement or waiver of the Mezz Cap Loan or the
related loan documents adversely affects the lien priority of the related
mortgage or constitutes certain material modifications specified in the Mezz
Cap 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 the Mezz Cap
Loan or Mezz Cap Companion Loan becomes ninety (90) or more days delinquent,
(ii) the principal balance of the Mezz Cap Loan or Mezz Cap Companion Loan has
been accelerated, (iii) the principal balance of the 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 the Mezz Cap Companion
Loan has been interrupted and payments are made pursuant to the event of
default waterfall, the holder of the Mezz Cap Companion Loan will be entitled
to purchase the Mezz Cap Loan from the Trust Fund for a period of thirty (30)
days
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after its receipt of a repurchase option notice, subject to certain conditions
set forth in the Mezz Cap Intercreditor Agreement. The purchase price will
generally equal the unpaid principal balance of the Mezz Cap Loan, together
with all unpaid interest on the 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 for which the borrower
under the Mezz Cap Loan is responsible. Unless the borrower or an affiliate is
purchasing the Mezz Cap Loan, no prepayment consideration will be payable in
connection with the purchase of the Mezz Cap Loan.
Application of Payments. Pursuant to the Mezz Cap Intercreditor Agreement
and prior to the occurrence of (i) the acceleration of the 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 Mezz Cap Companion Loan. Any escrow and reserve payments
required in respect of the 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 the 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 the Mezz Cap
Companion Loan to purchase the Mezz Cap Loan from the Trust Fund, all payments
and proceeds (of whatever nature) on the Mezz Cap Companion Loan will be
subordinated to all payments due on 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;
third, to the holder of the Mezz Cap Loan, in an amount equal to accrued
and unpaid interest with respect to the Mezz Cap Loan;
fourth, to the holder of the Mezz Cap Loan, in an amount equal to the
principal balance of the Mezz Cap Loan until paid in full;
fifth, to the holder of the Mezz Cap Loan, in an amount equal to any
prepayment premium, to the extent actually paid, allocable to the Mezz Cap
Loan;
sixth, to the holder of the Mezz Cap Companion Loan, up to the amount of
any unreimbursed costs and expenses paid by the holder of the 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 Mezz Cap Companion Loan, in an amount equal
to accrued and unpaid interest with respect to the Mezz Cap Companion Loan;
eighth, to the holder of the Mezz Cap Companion Loan, in an amount equal
to the principal balance of the Mezz Cap Companion Loan until paid in full;
ninth, to the holder of the Mezz Cap Companion Loan, in an amount equal to
any prepayment premium, to the extent actually paid, allocable to the Mezz Cap
Companion Loan;
tenth, to the holder of the Mezz Cap Loan and the holder of the Mezz Cap
Companion Loan, in an amount equal to any unpaid excess default interest
accrued on the Mezz Cap Loan and the 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 Mezz Cap Loan and the holder of
the Mezz Cap Companion Loan, pro rata, based upon the initial principal
balances of the related loans.
S-111
Notwithstanding the foregoing waterfall, if within ninety (90) days of the
occurrence of a monetary event of default, (i) the borrower has paid to the
applicable servicer an amount (or amounts are otherwise available) sufficient
to cure such monetary default (without taking into consideration default
interest in excess of the applicable loan rate or any related charges), (ii) no
other event of default exists, (iii) the applicable servicer determines that a
workout which maintains the scheduled payments and the waiver or deferral of
the unpaid default interest and late charges is the course of action to pursue
with regard to the monetary event or default, then the Master Servicer and/or
the Special Servicer, as applicable, may apply the amount paid by borrower (or
otherwise available) net of amounts payable to the Master Servicer and/or the
Special Servicer, as applicable, or Trustee, first to the holder of the Mezz
Cap Loan in an amount equal to the accrued and unpaid interest on the Mezz Cap
Loan and then an amount equal to any current and delinquent scheduled principal
payments on the Mezz Cap Loan and second to the holder of the Mezz Cap
Companion Loan in an amount equal to the accrued and unpaid interest on the
Mezz Cap Companion Loan and then an amount equal to any current and delinquent
scheduled principal payments on the Mezz Cap Companion Loan.
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 and A-5 to this
prospectus supplement. For purposes of numerical and statistical information
set forth in this prospectus supplement and Annexes A-1, A-1A, A-1B, A-2, A-3,
A-4 and A-5, unless otherwise specified, such numerical and statistical
information excludes any Subordinate Companion Loans. For purposes of the
calculation of DSC Ratios and LTV Ratios with respect to the AmericasMart Loan,
such ratios are calculated based upon the aggregate indebtedness of such
Mortgage Loan and the related Pari Passu Companion Loan. For purposes of the
calculation of DSC Ratios and LTV Ratios with respect to the Centennial Tower
Loan, such information does not include the Centennial Tower Non-Pooled
Components. Certain of the Mortgage Loans may have previously computed interest
on a floating rate basis, but have been converted to a fixed rate prior to the
Closing Date. With respect to these Mortgage Loans, all calculations in this
prospectus supplement will be computed on the basis of the date any such
Mortgage Loan was converted to a fixed rate, rather than the date of
origination. Certain additional information regarding the Mortgage Loans is
contained under "--Assignment of the Mortgage Loans; Repurchases and
Substitutions" and "--Representations and Warranties; Repurchases and
Substitutions" in this prospectus supplement, and under "DESCRIPTION OF THE
TRUST FUNDS" and "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES" in the
accompanying prospectus.
In the schedule and tables set forth in Annexes A-1, A-1A, A-1B, A-2, A-3,
A-4 and A-5 to this prospectus supplement, cross-collateralized Mortgage Loans
are not grouped together; instead, references are made under the heading "Cross
Collateralized and Cross Defaulted Loan Flag" with respect to the other
Mortgage Loans with which they are cross-collateralized.
S-112
Each of the following tables sets forth certain characteristics of the
Mortgage Pool presented, where applicable, as of the Cut-Off Date. For purposes
of the tables and Annexes A-1, A-1A, A-1B, A-2, A-3, A-4 and A-5 :
(i) References to "DSC Ratio" and "DSCR" are references to debt service
coverage ratios. Debt service coverage ratios are used by income property
lenders to measure the ratio of (a) cash currently generated by a property
that is available for debt service (that is, cash that remains after
average cost of non-capital expenses of operation, tenant improvements,
leasing commissions, 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, mobile home park, industrial,
residential health care, self-storage and office properties (each a
"Rental Property"); provided, however, for purposes of calculating the DSC
Ratios and DSCR provided herein with respect to 22 Mortgage Loans,
representing 19.0% of the Cut-Off Date Pool Balance (17 Mortgage Loans in
Loan Group 1 or 16.5% of the Cut-Off Date Group 1 Balance and 5 Mortgage
Loans in Loan Group 2 or 48.4% 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. In general, the Mortgage Loan Seller
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 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, self storage and
mobile home park properties, the Mortgage Loan Seller 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
S-113
operating statements with respect to the prior one-to-twelve month periods. For
the other Rental Properties, the Mortgage Loan Seller 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 Seller 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 Seller recharacterized as capital expenditures those items
reported by borrowers as operating expenses (thus increasing "net cash flow")
where the Mortgage Loan Seller 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
Seller 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 Seller.
(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 Seller.
(iii) References to "Loan per Sq. Ft., Unit, Pad or Room" are, for
each Mortgage Loan secured by a lien on a multifamily property (including a
mobile home park property), hospitality property or assisted living
facility or other healthcare property, respectively, references to the
Cut-Off Date Balance of such Mortgage Loan divided by the number of
dwelling units, pads, guest rooms, respectively, that the related Mortgaged
Property comprises, and, for each Mortgage Loan secured by a lien on a
retail, industrial/warehouse, self-storage or office property, references
to the Cut-Off Date Balance of such Mortgage Loan divided by the net
rentable square foot area of the related Mortgaged Property.
(iv) References to "Year Built" are references to the year that a
Mortgaged Property was originally constructed or substantially renovated.
With respect to any Mortgaged Property which was constructed in phases, the
"Year Built" refers to the year that the first phase was originally
constructed.
(v) References to "weighted averages" or "WA" are references to
averages weighted on the basis of the Cut-Off Date Balances of the related
Mortgage Loans.
S-114
(vi) References to "Underwritten Replacement Reserves" represent
estimated annual capital costs, as used by the Mortgage Loan Seller 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) 0.00153%, which percentage represents the trustee fee rate
with respect to each Mortgage Loan. The Administrative Cost Rate for each
Mortgage Loan is set forth on Annex A-1 hereto.
(viii) References to "Remaining Term to Maturity" represent, with
respect to each Mortgage Loan, the number of months remaining from the
Cut-Off Date to the stated maturity date of such Mortgage Loan (or the
remaining number of months to the Anticipated Repayment Date with respect
to each ARD Loan).
(ix) References to "Remaining Amortization Term" represent, with
respect to each Mortgage Loan, the number of months remaining from the
later of the Cut-Off Date and the end of any interest-only period, if any,
to the month in which such Mortgage Loan would fully or substantially
amortize in accordance with such loan's amortization schedule without
regard to any Balloon Payment, if any, due on such Mortgage Loan.
(x) References to "L ( )" or "Lockout" or "Lockout Period" represent,
with respect to each Mortgage Loan, the period during which prepayments of
principal are prohibited and no substitution of Defeasance Collateral is
permitted. The number indicated in the parentheses indicates the number of
monthly payments of such period (calculated for each Mortgage Loan from the
date of its origination). References to "O ( )" represent the number of
monthly payments for which (a) no Prepayment Premium or Yield Maintenance
Charge is assessed and (b) defeasance is no longer required. References to
"YM ( )" represent the period for which the Yield Maintenance Charge is
assessed. "3% ( )", "2% ( )" and "1% ( )" each represents the period for
which a Prepayment Premium is assessed and the respective percentage used
in the calculation thereof. The periods, if any, between consecutive Due
Dates occurring prior to the maturity date or Anticipated Repayment Date,
as applicable, of a Mortgage Loan during which the related borrower will
have the right to prepay such Mortgage Loan without being required to pay a
Prepayment Premium or a Yield Maintenance Charge (each such period, an
"Open Period") with respect to all of the Mortgage Loans have been
calculated as those Open Periods occurring immediately prior to the
maturity date or Anticipated Repayment Date, as applicable, of such
Mortgage Loan as set forth in the related Mortgage Loan documents.
(xi) References to "D ( )" or "Defeasance" represent, with respect to
each Mortgage Loan, the period (in months) during which the related holder
of the Mortgage has the right to require the related borrower, in lieu of a
principal prepayment, to pledge to such holder Defeasance Collateral.
(xii) References to "Occupancy Percentage" are, with respect to any
Mortgaged Property, references as of the most recently available rent rolls
to (a) in the case of multifamily properties, mobile home park properties
and assisted living facilities, the percentage of units or pads rented, (b)
in the case of office and retail properties, the percentage of the net
rentable square footage rented and is exclusive of hospitality properties,
and (c) in the case of self-storage facilities, either the percentage of
the net rentable square footage rented or the percentage of units rented
(depending on borrower reporting), and is exclusive of hospitality
properties.
(xiii) References to "Original Term to Maturity" are references to the
term from origination to maturity for each Mortgage Loan (or the term from
origination to the Anticipated Repayment Date with respect to each ARD
Loan).
(xiv) References to "NA" indicate that, with respect to a particular
category of data, such data is not applicable.
(xv) References to "NAV" indicate that, with respect to a particular
category of data, such data is not available.
(xvi) References to "Capital Imp. Reserve" are references to funded
reserves escrowed for repairs, replacements and corrections of issues
outlined in the engineering reports.
(xvii) References to "Replacement Reserve" are references to funded
reserves escrowed for ongoing items such as repairs and replacements,
including, in the case of hospitality properties,
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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-116
MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS(1)
<TABLE>
% OF AVERAGE
NUMBER OF AGGREGATE CUT-OFF CUT-OFF HIGHEST
MORTGAGED CUT-OFF DATE POOL DATE CUT-OFF
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE DATE BALANCE
- ------------------------------- ------------ ----------------- ----------- -------------- --------------
Retail ........................ 58 $ 706,166,641 43.7% $ 12,175,287 $ 45,007,000
Retail -- Anchored ........... 54 680,824,641 42.2 $ 12,607,864 $ 45,007,000
Retail -- Unanchored ......... 4 25,342,000 1.6 $ 6,335,500 $ 12,800,000
Office ........................ 9 418,945,000 25.9 $ 46,549,444 $105,000,000
Special Purpose................ 1 204,817,319 12.7 $204,817,319 $204,817,319
Multifamily ................... 19 191,234,388 11.8 $ 10,064,968 $ 33,000,000
Hospitality ................... 6 61,543,067 3.8 $ 10,257,178 $ 23,500,000
Mobile Home Park .............. 1 10,700,000 0.7 $ 10,700,000 $ 10,700,000
Self Storage .................. 2 10,043,039 0.6 $ 5,021,520 $ 5,395,038
Mixed Use ..................... 2 6,700,000 0.4 $ 3,350,000 $ 3,700,000
Land(4) ....................... 1 4,395,887 0.3 $ 4,395,887 $ 4,395,887
-- -------------- -----
99 $1,614,545,341 100.0% $ 16,308,539 $204,817,319
== ============== =====
WTD. WTD. AVG.
AVG. STATED
CUT-OFF WTD. AVG. REMAINING WTD. WTD.
DATE LTV TERM TO AVG. MINIMUM MAXIMUM WTD. AVG. AVG.
LTV RATIO AT MATURITY DSC DSC DSC OCCUPANCY MORTGAGE
PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE
- ------------------------------- --------- ------------- ----------- ---------- --------- --------- ------------ -----------
Retail ........................ 73.9% 71.6% 88 1.54x 1.20x 2.98x 97.1% 5.209%
Retail -- Anchored ........... 74.1% 71.8% 88 1.53x 1.20x 2.33x 97.2% 5.200%
Retail -- Unanchored ......... 70.5% 66.7% 104 1.72x 1.25x 2.98x 92.1% 5.461%
Office ........................ 66.6% 65.0% 99 1.68x 1.21x 3.00x 96.6% 5.452%
Special Purpose................ 56.1% 47.2% 119 2.28x 2.28x 2.28x 95.9% 5.720%
Multifamily ................... 71.0% 64.0% 98 1.36x 1.20x 1.93x 94.3% 5.419%
Hospitality ................... 60.0% 49.5% 103 1.78x 1.33x 2.20x N/A 6.300%
Mobile Home Park .............. 74.9% 62.6% 120 1.25x 1.25x 1.25x 100.0% 5.490%
Self Storage .................. 71.3% 55.2% 119 1.31x 1.27x 1.35x 90.7% 5.950%
Mixed Use ..................... 60.6% 60.6% 120 2.21x 2.11x 2.30x 96.5% 5.310%
Land(4) ....................... 74.2% 62.1% 119 1.36x 1.36x 1.36x 100.0% 5.530%
68.8% 64.8% 97 1.66X 1.20X 3.00X 96.4% 5.411%
</TABLE>
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated 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 6 Mortgage Loans secured by hospitality properties, representing
3.8% of the Cut-Off Date Pool Balance.
(4) Specifically, the fee interest in land which the ground tenant has
improved and leased as a retail center. The retail center is not part of
the loan collateral, and the source of funds for loan repayment is the
ground rent payments made to the related borrower.
The sum of aggregate percentage calculations may not equal 100% due to
rounding.
S-117
MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS(1)
<TABLE>
% OF
CUT-OFF AVERAGE HIGHEST
NUMBER OF AGGREGATE DATE CUT-OFF CUT-OFF
MORTGAGED CUT-OFF GROUP 1 DATE DATE
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE BALANCE BALANCE
- ------------------------------- ------------ ----------------- --------- -------------- --------------
Retail ........................ 58 $ 706,166,641 47.5% $ 12,175,287 $ 45,007,000
Retail -- Anchored ........... 54 680,824,641 45.8 $ 12,607,864 $ 45,007,000
Retail -- Unanchored ......... 4 25,342,000 1.7 $ 6,335,500 $ 12,800,000
Office ........................ 9 418,945,000 28.2 $ 46,549,444 $105,000,000
Special Purpose................ 1 204,817,319 13.8 $204,817,319 $204,817,319
Multifamily ................... 6 64,528,620 4.3 $ 10,754,770 $ 17,000,000
Hospitality ................... 6 61,543,067 4.1 $ 10,257,178 $ 23,500,000
Mobile Home Park .............. 1 10,700,000 0.7 $ 10,700,000 $ 10,700,000
Self Storage .................. 2 10,043,039 0.7 $ 5,021,520 $ 5,395,038
Mixed Use ..................... 2 6,700,000 0.5 $ 3,350,000 $ 3,700,000
Land(4) ....................... 1 4,395,887 0.3 $ 4,395,887 $ 4,395,887
-- -------------- -----
86 $1,487,839,573 100.0% $ 17,300,460 $204,817,319
== ============== =====
WTD. AVG.
WTD. AVG. STATED
CUT-OFF WTD. AVG. REMAINING WTD.
DATE LTV TERM TO AVG. MINIMUM MAXIMUM WTD. AVG. WTD. AVG.
LTV RATIO AT MATURITY DSC DSC DSC OCCUPANCY MORTGAGE
PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE(3) RATE
- ------------------------------- ----------- ------------- ----------- ---------- --------- --------- ------------ ----------
Retail ........................ 73.9% 71.6% 88 1.54x 1.20x 2.98x 97.1% 5.209%
Retail -- Anchored ........... 74.1% 71.8% 88 1.53x 1.20x 2.33x 97.2% 5.200%
Retail -- Unanchored ......... 70.5% 66.7% 104 1.72x 1.25x 2.98x 92.1% 5.461%
Office ........................ 66.6% 65.0% 99 1.68x 1.21x 3.00x 96.6% 5.452%
Special Purpose................ 56.1% 47.2% 119 2.28x 2.28x 2.28x 95.9% 5.720%
Multifamily ................... 69.5% 62.3% 94 1.49x 1.30x 1.93x 94.9% 5.324%
Hospitality ................... 60.0% 49.5% 103 1.78x 1.33x 2.20x N/A 6.300%
Mobile Home Park .............. 74.9% 62.6% 120 1.25x 1.25x 1.25x 100.0% 5.490%
Self Storage .................. 71.3% 55.2% 119 1.31x 1.27x 1.35x 90.7% 5.950%
Mixed Use ..................... 60.6% 60.6% 120 2.21x 2.11x 2.30x 96.5% 5.310%
Land(4) ....................... 74.2% 62.1% 119 1.36x 1.36x 1.36x 100.0% 5.530%
68.6% 64.8% 97 1.69X 1.20X 3.00X 96.6% 5.406%
</TABLE>
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated 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 6 Mortgage Loans secured by hospitality properties, representing
4.1% of the Cut-Off Date Group 1 Balance.
(4) Specifically, the fee interest in land which the ground tenant has
improved and leased as a retail center. The retail center is not part of
the loan collateral, and the source of funds for loan repayment is the
ground rent payments made to the related borrower.
S-118
MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS(1)
<TABLE>
% OF
AGGREGATE CUT-OFF AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF HIGHEST
MORTGAGED DATE GROUP 2 DATE CUT-OFF
PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE DATE BALANCE
- --------------------- ------------ --------------- ----------- ------------- --------------
Multifamily ......... 13 $126,705,768 100.0% $9,746,598 $33,000,000
-- ------------ -----
13 $126,705,768 100.0% $9,746,598 $33,000,000
== ============ =====
WTD. AVG.
WTD. AVG. STATED
CUT-OFF WTD. AVG. REMAINING
DATE LTV TERM TO WTD. MINIMUM MAXIMUM WTD. AVG. WTD. AVG.
LTV RATIO AT MATURITY AVG. DSC DSC DSC OCCUPANCY MORTGAGE
PROPERTY TYPE RATIO MATURITY(2) (MOS.)(2) RATIO RATIO RATIO RATE RATE
- --------------------- ----------- ------------- ----------- ---------- --------- --------- ----------- ----------
Multifamily ......... 71.7% 64.9% 100 1.30x 1.20x 1.48x 93.9% 5.467%
71.7% 64.9% 100 1.30X 1.20X 1.48X 93.9% 5.467%
</TABLE>
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated amounts
(allocating the Mortgage Loan principal balance to each of those
properties by the appraised values of the Mortgaged Properties or the
allocated loan amount as detailed in the related Mortgage Loan
documents).
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-119
RANGE OF CUT-OFF DATE BALANCES FOR ALL MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF AVERAGE
RANGE OF CUT-OFF NUMBER OF CUT-OFF DATE POOL CUT-OFF
DATE BALANCES ($) LOANS DATE BALANCE BALANCE DATE BALANCE
- --------------------------- ----------- ----------------- ----------- --------------
<= 2,000,000 .............. 1 $ 1,350,000 0.1% $ 1,350,000
2,000,001 -- 3,000,000 .... 7 20,009,000 1.2 $ 2,858,429
3,000,001 -- 4,000,000 .... 17 60,391,000 3.7 $ 3,552,412
4,000,001 -- 5,000,000 .... 8 36,493,870 2.3 $ 4,561,734
5,000,001 -- 6,000,000 .... 5 28,155,038 1.7 $ 5,631,008
6,000,001 -- 7,000,000 .... 6 39,590,702 2.5 $ 6,598,450
7,000,001 -- 8,000,000 .... 4 30,100,000 1.9 $ 7,525,000
8,000,001 -- 9,000,000 .... 2 16,904,641 1.0 $ 8,452,321
9,000,001 -- 10,000,000 ... 2 19,543,067 1.2 $ 9,771,534
10,000,001 -- 15,000,000 .. 11 141,998,000 8.8 $ 12,908,909
15,000,001 -- 20,000,000 .. 7 115,010,704 7.1 $ 16,430,101
20,000,001 -- 25,000,000 .. 5 108,010,000 6.7 $ 21,602,000
25,000,001 -- 30,000,000 .. 3 80,411,000 5.0 $ 26,803,667
30,000,001 -- 35,000,000 .. 3 96,904,000 6.0 $ 32,301,333
35,000,001 -- 40,000,000 .. 1 37,100,000 2.3 $ 37,100,000
40,000,001 -- 45,000,000 .. 3 129,000,000 8.0 $ 43,000,000
45,000,001 -- 50,000,000 .. 2 95,007,000 5.9 $ 47,503,500
50,000,001 -- 55,000,000 .. 1 50,595,000 3.1 $ 50,595,000
70,000,001 -- 75,000,000 .. 1 75,000,000 4.6 $ 75,000,000
80,000,001 -- 204,817,319.. 3 432,972,319 26.8 $144,324,106
-- -------------- -----
92 $1,614,545,341 100.0% $ 17,549,406
== ============== =====
WTD. AVG.
STATED
WTD. AVG. WTD. AVG. REMAINING
HIGHEST CUT-OFF LTV TERM TO WTD. WTD. AVG.
RANGE OF CUT-OFF CUT-OFF DATE RATIO AT MATURITY AVG. DSC MORTGAGE
DATE BALANCES ($) DATE BALANCE LTV RATIO MATURITY* (MOS.)* RATIO RATE
- --------------------------- -------------- ----------- ----------- ---------- ---------- ----------
<= 2,000,000 .............. $ 1,350,000 30.7% 26.8% 120 3.00x 5.330%
2,000,001 -- 3,000,000 .... $ 3,000,000 61.7% 59.8% 109 2.05x 5.293%
3,000,001 -- 4,000,000 .... $ 4,000,000 65.5% 61.6% 107 1.70x 5.435%
4,000,001 -- 5,000,000 .... $ 4,995,066 73.3% 64.4% 115 1.49x 5.378%
5,000,001 -- 6,000,000 .... $ 6,000,000 63.0% 54.7% 112 1.43x 5.432%
6,000,001 -- 7,000,000 .... $ 7,000,000 69.6% 60.5% 109 1.43x 5.452%
7,000,001 -- 8,000,000 .... $ 8,000,000 71.3% 61.5% 102 1.31x 5.508%
8,000,001 -- 9,000,000 .... $ 8,800,000 79.7% 67.5% 119 1.25x 5.480%
9,000,001 -- 10,000,000 ... $ 9,993,067 71.0% 62.6% 119 1.29x 6.108%
10,000,001 -- 15,000,000 .. $ 14,660,000 74.5% 67.9% 105 1.44x 5.314%
15,000,001 -- 20,000,000 .. $ 17,323,000 71.6% 68.3% 88 1.59x 5.152%
20,000,001 -- 25,000,000 .. $ 23,500,000 67.3% 62.8% 95 1.56x 5.653%
25,000,001 -- 30,000,000 .. $ 28,680,000 77.8% 72.6% 108 1.31x 5.372%
30,000,001 -- 35,000,000 .. $ 33,000,000 73.3% 73.3% 68 1.51x 5.307%
35,000,001 -- 40,000,000 .. $ 37,100,000 75.7% 75.7% 84 1.55x 5.160%
40,000,001 -- 45,000,000 .. $ 45,000,000 64.7% 59.9% 99 1.52x 5.579%
45,000,001 -- 50,000,000 .. $ 50,000,000 78.2% 78.2% 78 1.42x 5.273%
50,000,001 -- 55,000,000 .. $ 50,595,000 70.3% 70.3% 120 1.55x 5.642%
70,000,001 -- 75,000,000 .. $ 75,000,000 79.8% 79.8% 65 1.28x 5.390%
80,000,001 -- 204,817,319.. $204,817,319 60.7% 56.5% 102 2.12x 5.419%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-120
RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF AVERAGE
CUT-OFF DATE CUT-OFF
RANGE OF CUT-OFF NUMBER OF DATE GROUP 1 DATE
DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- ----------------- --------- ---------------
<= 2,000,000 .............. 1 $ 1,350,000 0.1% $ 1,350,000
2,000,001 -- 3,000,000 .... 7 20,009,000 1.3 $ 2,858,429
3,000,001 -- 4,000,000 .... 17 60,391,000 4.1 $ 3,552,412
4,000,001 -- 5,000,000 .... 7 31,498,804 2.1 $ 4,499,829
5,000,001 -- 6,000,000 .... 4 22,555,038 1.5 $ 5,638,759
6,000,001 -- 7,000,000 .... 4 26,997,000 1.8 $ 6,749,250
7,000,001 -- 8,000,000 .... 2 15,350,000 1.0 $ 7,675,000
8,000,001 -- 9,000,000 .... 1 8,104,641 0.5 $ 8,104,641
9,000,001 -- 10,000,000 ... 2 19,543,067 1.3 $ 9,771,534
10,000,001 -- 15,000,000 .. 9 115,731,000 7.8 $ 12,859,000
15,000,001 -- 20,000,000 .. 7 115,010,704 7.7 $ 16,430,101
20,000,001 -- 25,000,000 .. 4 87,310,000 5.9 $ 21,827,500
25,000,001 -- 30,000,000 .. 3 80,411,000 5.4 $ 26,803,667
30,000,001 -- 35,000,000 .. 2 63,904,000 4.3 $ 31,952,000
35,000,001 -- 40,000,000 .. 1 37,100,000 2.5 $ 37,100,000
40,000,001 -- 45,000,000 .. 3 129,000,000 8.7 $ 43,000,000
45,000,001 -- 50,000,000 .. 2 95,007,000 6.4 $ 47,503,500
50,000,001 -- 55,000,000 .. 1 50,595,000 3.4 $ 50,595,000
70,000,001 -- 75,000,000 .. 1 75,000,000 5.0 $ 75,000,000
80,000,001 -- 204,817,319 . 3 432,972,319 29.1 $144,324,106
-- -------------- -----
81 $1,487,839,573 100.0% $ 18,368,390
== ============== =====
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
- --------------------------- --------------- ----------- ----------- ---------- ----------- ----------
<= 2,000,000 .............. $ 1,350,000 30.7% 26.8% 120 3.00x 5.330%
2,000,001 -- 3,000,000 .... $ 3,000,000 61.7% 59.8% 109 2.05x 5.293%
3,000,001 -- 4,000,000 .... $ 4,000,000 65.5% 61.6% 107 1.70x 5.435%
4,000,001 -- 5,000,000 .... $ 4,800,000 72.3% 64.2% 114 1.52x 5.388%
5,000,001 -- 6,000,000 .... $ 6,000,000 65.9% 56.5% 111 1.48x 5.472%
6,000,001 -- 7,000,000 .... $ 7,000,000 67.1% 60.2% 104 1.51x 5.569%
7,000,001 -- 8,000,000 .... $ 8,000,000 76.8% 62.4% 114 1.34x 5.501%
8,000,001 -- 9,000,000 .... $ 8,104,641 80.2% 67.9% 118 1.25x 5.850%
9,000,001 -- 10,000,000 ... $ 9,993,067 71.0% 62.6% 119 1.29x 6.108%
10,000,001 -- 15,000,000 .. $ 14,660,000 75.5% 69.6% 102 1.49x 5.300%
15,000,001 -- 20,000,000 .. $ 17,323,000 71.6% 68.3% 88 1.59x 5.152%
20,000,001 -- 25,000,000 .. $ 23,500,000 67.5% 63.9% 90 1.64x 5.661%
25,000,001 -- 30,000,000 .. $ 28,680,000 77.8% 72.6% 108 1.31x 5.372%
30,000,001 -- 35,000,000 .. $ 32,054,000 70.8% 70.8% 72 1.52x 5.120%
35,000,001 -- 40,000,000 .. $ 37,100,000 75.7% 75.7% 84 1.55x 5.160%
40,000,001 -- 45,000,000 .. $ 45,000,000 64.7% 59.9% 99 1.52x 5.579%
45,000,001 -- 50,000,000 .. $ 50,000,000 78.2% 78.2% 78 1.42x 5.273%
50,000,001 -- 55,000,000 .. $ 50,595,000 70.3% 70.3% 120 1.55x 5.642%
70,000,001 -- 75,000,000 .. $ 75,000,000 79.8% 79.8% 65 1.28x 5.390%
80,000,001 -- 204,817,319 . $204,817,319 60.7% 56.5% 102 2.12x 5.419%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-121
RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF AVERAGE
CUT-OFF DATE CUT-OFF
RANGE OF CUT-OFF NUMBER OF DATE GROUP 2 DATE
DATE BALANCES ($) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- --------------- --------- -------------
4,000,001 -- 5,000,000 .... 1 $ 4,995,066 3.9% $ 4,995,066
5,000,001 -- 6,000,000 .... 1 5,600,000 4.4 $ 5,600,000
6,000,001 -- 7,000,000 .... 2 12,593,702 9.9 $ 6,296,851
7,000,001 -- 8,000,000 .... 2 14,750,000 11.6 $ 7,375,000
8,000,001 -- 9,000,000 .... 1 8,800,000 6.9 $ 8,800,000
10,000,001 -- 15,000,000 .. 2 26,267,000 20.7 $13,133,500
20,000,001 -- 25,000,000 .. 1 20,700,000 16.3 $20,700,000
30,000,001 -- 33,000,000 .. 1 33,000,000 26.0 $33,000,000
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
WTD. AVG.
WTD. AVG. STATED
HIGHEST CUT-OFF WTD. AVG. REMAINING
CUT-OFF DATE LTV TERM TO WTD. AVG. WTD. AVG.
RANGE OF CUT-OFF DATE LTV RATIO AT MATURITY DSC MORTGAGE
DATE BALANCES ($) BALANCE RATIO MATURITY* (MOS.)* RATIO RATE
- --------------------------- ------------- ----------- ----------- ---------- ----------- ----------
4,000,001 -- 5,000,000 .... $ 4,995,066 79.3% 65.9% 119 1.25x 5.310%
5,000,001 -- 6,000,000 .... $ 5,600,000 51.4% 47.6% 119 1.23x 5.270%
6,000,001 -- 7,000,000 .... $ 6,400,000 74.8% 61.1% 120 1.25x 5.200%
7,000,001 -- 8,000,000 .... $ 7,450,000 65.6% 60.7% 89 1.28x 5.515%
8,000,001 -- 9,000,000 .... $ 8,800,000 79.3% 67.2% 120 1.25x 5.140%
10,000,001 -- 15,000,000 .. $13,567,000 70.2% 60.3% 120 1.21x 5.376%
20,000,001 -- 25,000,000 .. $20,700,000 66.1% 58.1% 120 1.21x 5.620%
30,000,001 -- 33,000,000 .. $33,000,000 78.2% 78.2% 59 1.48x 5.670%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-122
MORTGAGED PROPERTIES BY STATE FOR ALL MORTGAGE LOANS(1)
<TABLE>
% OF
AGGREGATE CUT-OFF AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF
MORTGAGED DATE POOL DATE
STATE PROPERTIES BALANCE BALANCE BALANCE
- ---------------------- ------------ ----------------- --------- --------------
GA ................... 6 $ 274,583,385 17.0% $45,763,897
NY ................... 5 227,588,067 14.1 $45,517,613
CA ................... 9 148,800,000 9.2 $16,533,333
Southern(3) ......... 5 99,789,000 6.2 $19,957,800
Northern(3) ......... 4 49,011,000 3.0 $12,252,750
VA ................... 11 144,978,000 9.0 $13,179,818
MN ................... 3 144,006,000 8.9 $48,002,000
WA ................... 8 110,641,000 6.9 $13,830,125
CO ................... 4 84,149,000 5.2 $21,037,250
TX ................... 4 80,106,000 5.0 $20,026,500
FL ................... 6 64,650,000 4.0 $10,775,000
NC ................... 6 43,904,641 2.7 $ 7,317,440
CT ................... 3 43,800,000 2.7 $14,600,000
PA ................... 4 40,364,591 2.5 $10,091,148
IN ................... 3 40,020,000 2.5 $13,340,000
MO ................... 4 38,623,000 2.4 $ 9,655,750
MD ................... 3 35,786,039 2.2 $11,928,680
IL ................... 5 28,117,000 1.7 $ 5,623,400
KS ................... 3 11,630,000 0.7 $ 3,876,667
MI ................... 2 11,010,000 0.7 $ 5,505,000
OH ................... 3 10,410,000 0.6 $ 3,470,000
NJ ................... 1 8,000,000 0.5 $ 8,000,000
SC ................... 1 6,193,702 0.4 $ 6,193,702
AL ................... 1 4,784,915 0.3 $ 4,784,915
OK ................... 1 3,800,000 0.2 $ 3,800,000
MA ................... 1 3,000,000 0.2 $ 3,000,000
TN ................... 1 2,950,000 0.2 $ 2,950,000
IA ................... 1 2,650,000 0.2 $ 2,650,000
-- -------------- -----
99 $1,614,545,341 100.0% $16,308,539
== ============== =====
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
- ---------------------- --------------- ----------- ------------- ----------- ----------- ----------
GA ................... $204,817,319 58.6% 50.5% 109 2.10x 5.757%
NY ................... $ 75,000,000 75.7% 73.9% 94 1.34x 5.530%
CA ................... $ 32,054,000 70.9% 69.5% 79 1.47x 5.212%
Southern(3) ......... $ 32,054,000 70.3% 70.3% 73 1.49x 5.179%
Northern(3) ......... $ 16,351,000 72.2% 68.0% 93 1.43x 5.278%
VA ................... $ 42,000,000 71.1% 65.8% 101 1.50x 5.267%
MN ................... $105,000,000 58.1% 58.1% 103 2.21x 5.220%
WA ................... $ 33,000,000 70.1% 67.5% 93 1.54x 5.300%
CO ................... $ 42,000,000 76.1% 76.1% 60 1.58x 5.030%
TX ................... $ 45,007,000 76.9% 74.3% 91 1.52x 5.226%
FL ................... $ 23,500,000 63.3% 54.3% 107 1.73x 5.927%
NC ................... $ 17,000,000 65.8% 60.9% 92 1.46x 5.397%
CT ................... $ 37,100,000 73.4% 73.4% 90 1.65x 5.183%
PA ................... $ 16,484,111 69.3% 57.5% 119 1.41x 5.411%
IN ................... $ 20,820,000 77.1% 70.7% 105 1.38x 5.348%
MO ................... $ 25,988,000 75.9% 70.4% 112 1.39x 5.445%
MD ................... $ 25,743,000 73.7% 69.2% 94 1.47x 5.382%
IL ................... $ 9,550,000 73.5% 66.8% 116 1.46x 5.376%
KS ................... $ 4,165,000 68.9% 68.9% 108 1.74x 5.371%
MI ................... $ 6,930,000 74.9% 69.6% 106 1.49x 5.423%
OH ................... $ 3,725,000 68.4% 68.4% 108 1.75x 5.371%
NJ ................... $ 8,000,000 78.4% 66.6% 108 1.28x 5.190%
SC ................... $ 6,193,702 76.5% 63.3% 119 1.31x 5.190%
AL ................... $ 4,784,915 79.7% 66.4% 117 1.30x 5.280%
OK ................... $ 3,800,000 78.4% 69.1% 119 1.21x 5.810%
MA ................... $ 3,000,000 34.9% 34.9% 119 2.98x 5.750%
TN ................... $ 2,950,000 65.0% 65.0% 116 2.03x 4.750%
IA ................... $ 2,650,000 66.3% 66.3% 84 1.90x 5.310%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated 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-123
MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 1 MORTGAGE LOANS(1)
<TABLE>
NUMBER OF AGGREGATE % OF AVERAGE
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE GROUP 1 BALANCE BALANCE
- ---------------------- ------------ ----------------- ----------------- --------------
GA ................... 5 $ 269,588,319 18.1% $53,917,664
NY ................... 5 227,588,067 15.3 $45,517,613
MN ................... 3 144,006,000 9.7 $48,002,000
CA ................... 7 134,050,000 9.0 $19,150,000
Southern(3) ......... 4 92,339,000 6.2 $23,084,750
Northern(3) ......... 3 41,711,000 2.8 $13,903,667
VA ................... 9 123,478,000 8.3 $13,719,778
CO ................... 4 84,149,000 5.7 $21,037,250
TX ................... 4 80,106,000 5.4 $20,026,500
FL ................... 6 64,650,000 4.3 $10,775,000
CT ................... 3 43,800,000 2.9 $14,600,000
WA ................... 3 43,374,000 2.9 $14,458,000
PA ................... 4 40,364,591 2.7 $10,091,148
MO ................... 4 38,623,000 2.6 $ 9,655,750
NC ................... 5 38,304,641 2.6 $ 7,660,928
MD ................... 3 35,786,039 2.4 $11,928,680
IN ................... 2 33,620,000 2.3 $16,810,000
IL ................... 5 28,117,000 1.9 $ 5,623,400
KS ................... 3 11,630,000 0.8 $ 3,876,667
MI ................... 2 11,010,000 0.7 $ 5,505,000
OH ................... 3 10,410,000 0.7 $ 3,470,000
NJ ................... 1 8,000,000 0.5 $ 8,000,000
AL ................... 1 4,784,915 0.3 $ 4,784,915
OK ................... 1 3,800,000 0.3 $ 3,800,000
MA ................... 1 3,000,000 0.2 $ 3,000,000
TN ................... 1 2,950,000 0.2 $ 2,950,000
IA ................... 1 2,650,000 0.2 $ 2,650,000
- -------------- -----
86 $1,487,839,573 100.0% $17,300,460
== ============== =====
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
STATE BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE
- ---------------------- -------------- -------------- ---------------- ----------- ----------- ----------
GA ................... $204,817,319 58.2% 50.2% 109 2.12x 5.765%
NY ................... $ 75,000,000 75.7% 73.9% 94 1.34x 5.530%
MN ................... $105,000,000 58.1% 58.1% 103 2.21x 5.220%
CA ................... $ 32,054,000 71.5% 70.5% 78 1.49x 5.178%
Southern(3) ......... $ 32,054,000 70.3% 70.3% 74 1.50x 5.155%
Northern(3) ......... $ 16,351,000 74.2% 71.0% 89 1.46x 5.229%
VA ................... $ 42,000,000 70.6% 66.4% 98 1.54x 5.253%
CO ................... $ 42,000,000 76.1% 76.1% 60 1.58x 5.030%
TX ................... $ 45,007,000 76.9% 74.3% 91 1.52x 5.226%
FL ................... $ 23,500,000 63.3% 54.3% 107 1.73x 5.927%
CT ................... $ 37,100,000 73.4% 73.4% 90 1.65x 5.183%
WA ................... $ 17,323,000 65.8% 65.8% 97 1.86x 4.874%
PA ................... $ 16,484,111 69.3% 57.5% 119 1.41x 5.411%
MO ................... $ 25,988,000 75.9% 70.4% 112 1.39x 5.445%
NC ................... $ 17,000,000 68.0% 62.8% 88 1.49x 5.415%
MD ................... $ 25,743,000 73.7% 69.2% 94 1.47x 5.382%
IN ................... $ 20,820,000 77.9% 72.9% 102 1.42x 5.374%
IL ................... $ 9,550,000 73.5% 66.8% 116 1.46x 5.376%
KS ................... $ 4,165,000 68.9% 68.9% 108 1.74x 5.371%
MI ................... $ 6,930,000 74.9% 69.6% 106 1.49x 5.423%
OH ................... $ 3,725,000 68.4% 68.4% 108 1.75x 5.371%
NJ ................... $ 8,000,000 78.4% 66.6% 108 1.28x 5.190%
AL ................... $ 4,784,915 79.7% 66.4% 117 1.30x 5.280%
OK ................... $ 3,800,000 78.4% 69.1% 119 1.21x 5.810%
MA ................... $ 3,000,000 34.9% 34.9% 119 2.98x 5.750%
TN ................... $ 2,950,000 65.0% 65.0% 116 2.03x 4.750%
IA ................... $ 2,650,000 66.3% 66.3% 84 1.90x 5.310%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated 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-124
MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 2 MORTGAGE LOANS(1)
<TABLE>
NUMBER OF AGGREGATE % OF AVERAGE
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
STATE PROPERTIES BALANCE GROUP 2 BALANCE BALANCE
- ---------------------- ------------ -------------- ----------------- --------------
WA ................... 5 $ 67,267,000 53.1% $13,453,400
VA ................... 2 21,500,000 17.0 $10,750,000
CA ................... 2 14,750,000 11.6 $ 7,375,000
Southern(3) ......... 1 7,450,000 5.9 $ 7,450,000
Northern(3) ......... 1 7,300,000 5.8 $ 7,300,000
IN ................... 1 6,400,000 5.1 $ 6,400,000
SC ................... 1 6,193,702 4.9 $ 6,193,702
NC ................... 1 5,600,000 4.4 $ 5,600,000
GA ................... 1 4,995,066 3.9 $ 4,995,066
- ------------ -----
13 $126,705,768 100.0% $ 9,746,598
== ============ =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG.
CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE
STATE BALANCE LTV RATIO AT MATURITY(2) (MOS.)(2) DSC RATIO RATE
- ---------------------- -------------- -------------- ---------------- ----------- ----------- ----------
WA ................... $33,000,000 72.9% 68.6% 90 1.34x 5.574%
VA ................... $12,700,000 73.9% 62.5% 120 1.24x 5.347%
CA ................... $ 7,450,000 65.6% 60.7% 89 1.28x 5.515%
Southern(3) ......... $ 7,450,000 70.3% 70.3% 59 1.31x 5.470%
Northern(3) ......... $ 7,300,000 60.8% 50.9% 120 1.25x 5.560%
IN ................... $ 6,400,000 73.1% 59.0% 120 1.20x 5.210%
SC ................... $ 6,193,702 76.5% 63.3% 119 1.31x 5.190%
NC ................... $ 5,600,000 51.4% 47.6% 119 1.23x 5.270%
GA ................... $ 4,995,066 79.3% 65.9% 119 1.25x 5.310%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
(1) Because this table presents information relating to the Mortgaged
Properties and not the Mortgage Loans, the information for Mortgage Loans
secured by more than one Mortgaged Property is based on allocated 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-125
RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS
<TABLE>
% 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 ............. 14 $ 238,825,000 14.8% $ 17,058,929
1.25 -- 1.29 ............. 12 146,127,709 9.1 $ 12,177,309
1.30 -- 1.34 ............. 9 89,188,685 5.5 $ 9,909,854
1.35 -- 1.39 ............. 4 19,370,924 1.2 $ 4,842,731
1.40 -- 1.44 ............. 3 34,334,111 2.1 $ 11,444,704
1.45 -- 1.49 ............. 3 54,484,593 3.4 $ 18,161,531
1.50 -- 1.54 ............. 7 184,218,000 11.4 $ 26,316,857
1.55 -- 1.59 ............. 6 262,339,000 16.2 $ 43,723,167
1.60 -- 1.64 ............. 4 28,185,000 1.7 $ 7,046,250
1.65 -- 1.69 ............. 3 52,502,000 3.3 $ 17,500,667
1.70 -- 1.74 ............. 5 83,860,000 5.2 $ 16,772,000
1.75 -- 1.79 ............. 1 17,323,000 1.1 $ 17,323,000
1.80 -- 1.84 ............. 2 6,501,000 0.4 $ 3,250,500
1.85 -- 1.89 ............. 1 4,080,000 0.3 $ 4,080,000
1.90 -- 1.94 ............. 2 6,050,000 0.4 $ 3,025,000
1.95 -- 1.99 ............. 1 3,785,000 0.2 $ 3,785,000
2.00 -- 2.04 ............. 4 13,924,000 0.9 $ 3,481,000
2.05 -- 2.09 ............. 2 6,620,000 0.4 $ 3,310,000
2.10 -- 2.14 ............. 2 10,000,000 0.6 $ 5,000,000
2.20 -- 2.24 ............. 1 23,500,000 1.5 $ 23,500,000
2.25 -- 2.29 ............. 1 204,817,319 12.7 $204,817,319
2.30 -- 3.00 ............. 5 124,510,000 7.7 $ 24,902,000
-- -------------- -----
92 $1,614,545,341 100.0% $ 17,549,406
== ============== =====
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 ............. $ 50,000,000 76.2% 69.4% 112 1.21x 5.461%
1.25 -- 1.29 ............. $ 75,000,000 77.0% 71.1% 92 1.27x 5.444%
1.30 -- 1.34 ............. $ 42,000,000 71.2% 63.8% 108 1.32x 5.622%
1.35 -- 1.39 ............. $ 6,000,000 68.9% 57.7% 119 1.37x 5.597%
1.40 -- 1.44 ............. $ 16,484,111 73.3% 58.6% 120 1.42x 5.630%
1.45 -- 1.49 ............. $ 33,000,000 74.1% 69.1% 83 1.47x 5.553%
1.50 -- 1.54 ............. $ 42,000,000 69.5% 68.9% 87 1.52x 5.129%
1.55 -- 1.59 ............. $123,155,000 74.9% 74.9% 76 1.57x 5.177%
1.60 -- 1.64 ............. $ 17,000,000 69.6% 69.6% 84 1.62x 5.255%
1.65 -- 1.69 ............. $ 45,007,000 76.1% 76.1% 79 1.65x 5.144%
1.70 -- 1.74 ............. $ 45,000,000 68.0% 65.6% 69 1.72x 5.660%
1.75 -- 1.79 ............. $ 17,323,000 64.2% 64.2% 115 1.79x 4.800%
1.80 -- 1.84 ............. $ 3,551,000 68.4% 68.4% 84 1.82x 5.310%
1.85 -- 1.89 ............. $ 4,080,000 66.9% 66.9% 84 1.87x 5.310%
1.90 -- 1.94 ............. $ 3,400,000 62.5% 59.4% 77 1.92x 5.181%
1.95 -- 1.99 ............. $ 3,785,000 64.0% 64.0% 84 1.96x 5.310%
2.00 -- 2.04 ............. $ 4,625,000 63.6% 63.6% 109 2.03x 4.957%
2.05 -- 2.09 ............. $ 3,460,000 60.5% 60.5% 84 2.06x 5.310%
2.10 -- 2.14 ............. $ 7,000,000 56.5% 48.1% 120 2.12x 5.639%
2.20 -- 2.24 ............. $ 23,500,000 50.3% 43.8% 84 2.20x 6.730%
2.25 -- 2.29 ............. $204,817,319 56.1% 47.2% 119 2.28x 5.720%
2.30 -- 3.00 ............. $105,000,000 51.2% 51.2% 119 2.45x 5.252%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-126
RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS
<TABLE>
% 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 .......... 9 $ 179,858,000 12.1% $ 19,984,222
1.25 -- 1.29 .......... 9 125,032,643 8.4 $ 13,892,516
1.30 -- 1.34 .......... 7 75,544,983 5.1 $ 10,792,140
1.35 -- 1.39 .......... 4 19,370,924 1.3 $ 4,842,731
1.40 -- 1.44 .......... 3 34,334,111 2.3 $ 11,444,704
1.45 -- 1.49 .......... 2 21,484,593 1.4 $ 10,742,296
1.50 -- 1.54 .......... 7 184,218,000 12.4 $ 26,316,857
1.55 -- 1.59 .......... 6 262,339,000 17.6 $ 43,723,167
1.60 -- 1.64 .......... 4 28,185,000 1.9 $ 7,046,250
1.65 -- 1.69 .......... 3 52,502,000 3.5 $ 17,500,667
1.70 -- 1.74 .......... 5 83,860,000 5.6 $ 16,772,000
1.75 -- 1.79 .......... 1 17,323,000 1.2 $ 17,323,000
1.80 -- 1.84 .......... 2 6,501,000 0.4 $ 3,250,500
1.85 -- 1.89 .......... 1 4,080,000 0.3 $ 4,080,000
1.90 -- 1.94 .......... 2 6,050,000 0.4 $ 3,025,000
1.95 -- 1.99 .......... 1 3,785,000 0.3 $ 3,785,000
2.00 -- 2.04 .......... 4 13,924,000 0.9 $ 3,481,000
2.05 -- 2.09 .......... 2 6,620,000 0.4 $ 3,310,000
2.10 -- 2.14 .......... 2 10,000,000 0.7 $ 5,000,000
2.20 -- 2.24 .......... 1 23,500,000 1.6 $ 23,500,000
2.25 -- 2.29 .......... 1 204,817,319 13.8 $204,817,319
2.30 -- 3.00 .......... 5 124,510,000 8.4 $ 24,902,000
- -------------- -----
81 $1,487,839,573 100.0% $ 18,368,390
== ============== =====
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 .......... $ 50,000,000 79.1% 73.1% 110 1.21x 5.470%
1.25 -- 1.29 .......... $ 75,000,000 77.7% 72.7% 88 1.27x 5.464%
1.30 -- 1.34 .......... $ 42,000,000 70.8% 63.2% 112 1.33x 5.672%
1.35 -- 1.39 .......... $ 6,000,000 68.9% 57.7% 119 1.37x 5.597%
1.40 -- 1.44 .......... $ 16,484,111 73.3% 58.6% 120 1.42x 5.630%
1.45 -- 1.49 .......... $ 15,984,593 67.8% 55.2% 119 1.46x 5.374%
1.50 -- 1.54 .......... $ 42,000,000 69.5% 68.9% 87 1.52x 5.129%
1.55 -- 1.59 .......... $123,155,000 74.9% 74.9% 76 1.57x 5.177%
1.60 -- 1.64 .......... $ 17,000,000 69.6% 69.6% 84 1.62x 5.255%
1.65 -- 1.69 .......... $ 45,007,000 76.1% 76.1% 79 1.65x 5.144%
1.70 -- 1.74 .......... $ 45,000,000 68.0% 65.6% 69 1.72x 5.660%
1.75 -- 1.79 .......... $ 17,323,000 64.2% 64.2% 115 1.79x 4.800%
1.80 -- 1.84 .......... $ 3,551,000 68.4% 68.4% 84 1.82x 5.310%
1.85 -- 1.89 .......... $ 4,080,000 66.9% 66.9% 84 1.87x 5.310%
1.90 -- 1.94 .......... $ 3,400,000 62.5% 59.4% 77 1.92x 5.181%
1.95 -- 1.99 .......... $ 3,785,000 64.0% 64.0% 84 1.96x 5.310%
2.00 -- 2.04 .......... $ 4,625,000 63.6% 63.6% 109 2.03x 4.957%
2.05 -- 2.09 .......... $ 3,460,000 60.5% 60.5% 84 2.06x 5.310%
2.10 -- 2.14 .......... $ 7,000,000 56.5% 48.1% 120 2.12x 5.639%
2.20 -- 2.24 .......... $ 23,500,000 50.3% 43.8% 84 2.20x 6.730%
2.25 -- 2.29 .......... $204,817,319 56.1% 47.2% 119 2.28x 5.720%
2.30 -- 3.00 .......... $105,000,000 51.2% 51.2% 119 2.45x 5.252%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-127
RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS
<TABLE>
% 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 ........... 5 $ 58,967,000 46.5% $11,793,400
1.25 -- 1.29 ........... 3 21,095,066 16.6 $ 7,031,689
1.30 -- 1.34 ........... 2 13,643,702 10.8 $ 6,821,851
1.45 -- 1.48 ........... 1 33,000,000 26.0 $33,000,000
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
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 ........... $20,700,000 67.3% 58.2% 120 1.21x 5.434%
1.25 -- 1.29 ........... $ 8,800,000 72.9% 61.2% 120 1.25x 5.326%
1.30 -- 1.34 ........... $ 7,450,000 73.1% 67.1% 86 1.31x 5.343%
1.45 -- 1.48 ........... $33,000,000 78.2% 78.2% 59 1.48x 5.670%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* 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
<TABLE>
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
- -------------------------- ----------- ----------------- -------------- --------------
30.01 -- 35.00 ........... 2 $ 4,350,000 0.3% $ 2,175,000
50.01 -- 55.00 ........... 7 159,760,000 9.9 $22,822,857
55.01 -- 60.00 ........... 4 259,217,319 16.1 $64,804,330
60.01 -- 65.00 ........... 15 116,536,067 7.2 $ 7,769,071
65.01 -- 70.00 ........... 14 142,234,630 8.8 $10,159,616
70.01 -- 75.00 ........... 22 292,590,000 18.1 $13,299,545
75.01 -- 80.00 ........... 26 622,202,684 38.5 $23,930,872
80.01 -- 80.25 ............ 2 17,654,641 1.1 $ 8,827,321
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
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
- -------------------------- -------------- ----------- -------------- ---------- ----------- ----------
30.01 -- 35.00 ........... $ 3,000,000 33.6% 32.4% 119 2.99x 5.620%
50.01 -- 55.00 ........... $105,000,000 51.6% 49.7% 114 2.32x 5.484%
55.01 -- 60.00 ........... $204,817,319 56.8% 48.9% 108 2.16x 5.766%
60.01 -- 65.00 ........... $ 42,000,000 62.0% 57.8% 114 1.60x 5.314%
65.01 -- 70.00 ........... $ 31,850,000 68.1% 65.0% 90 1.52x 5.308%
70.01 -- 75.00 ........... $ 50,595,000 72.6% 67.3% 107 1.44x 5.425%
75.01 -- 80.00 ........... $123,155,000 77.9% 75.5% 82 1.42x 5.270%
80.01 -- 80.25 ............ $ 9,550,000 80.2% 70.0% 119 1.24x 5.682%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-128
RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE
<TABLE>
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
- ----------------------- ----------- ----------------- ----------------- -----------------
30.01 - 35.00 ......... 2 $ 4,350,000 0.3% $ 2,175,000
50.01 - 55.00 ......... 6 154,160,000 10.4 $25,693,333
55.01 - 60.00 ......... 4 259,217,319 17.4 $64,804,330
60.01 - 65.00 ......... 14 109,236,067 7.3 $ 7,802,576
65.01 - 70.00 ......... 13 121,534,630 8.2 $ 9,348,818
70.01 - 75.00 ......... 18 252,473,000 17.0 $14,026,278
75.01 - 80.00 ......... 22 569,213,915 38.3 $25,873,360
80.01 - 80.25 ......... 2 17,654,641 1.2 $ 8,827,321
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
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
- ----------------------- ----------------- -------------- -------------- ---------- ----------- ----------
30.01 - 35.00 ......... $ 3,000,000 33.6% 32.4% 119 2.99x 5.620%
50.01 - 55.00 ......... $105,000,000 51.6% 49.8% 114 2.36x 5.492%
55.01 - 60.00 ......... $204,817,319 56.8% 48.9% 108 2.16x 5.766%
60.01 - 65.00 ......... $ 42,000,000 62.1% 58.3% 114 1.63x 5.298%
65.01 - 70.00 ......... $ 31,850,000 68.4% 66.2% 85 1.57x 5.255%
70.01 - 75.00 ......... $ 50,595,000 72.9% 68.2% 106 1.47x 5.435%
75.01 - 80.00 ......... $123,155,000 77.8% 75.7% 82 1.43x 5.249%
80.01 - 80.25 ......... $ 9,550,000 80.2% 70.0% 119 1.24x 5.682%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* 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
<TABLE>
% 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
- -------------------------- ----------- -------------- -------------- --------------
50.01 - 55.00 ............ 1 $ 5,600,000 4.4% $ 5,600,000
60.01 - 65.00 ............ 1 7,300,000 5.8 $ 7,300,000
65.01 - 70.00 ............ 1 20,700,000 16.3 $20,700,000
70.01 - 75.00 ............ 4 40,117,000 31.7 $10,029,250
75.01 - 79.29 ............ 4 52,988,768 41.8 $13,247,192
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
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
- -------------------------- -------------- ----------- -------------- ---------- ----------- ----------
50.01 - 55.00 ............ $ 5,600,000 51.4% 47.6% 119 1.23x 5.270%
60.01 - 65.00 ............ $ 7,300,000 60.8% 50.9% 120 1.25x 5.560%
65.01 - 70.00 ............ $20,700,000 66.1% 58.1% 120 1.21x 5.620%
70.01 - 75.00 ............ $13,567,000 70.7% 62.0% 109 1.23x 5.367%
75.01 - 79.29 ............ $33,000,000 78.3% 73.5% 82 1.40x 5.492%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-129
RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY DATE OR
ANTICIPATED REPAYMENT DATE
<TABLE>
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
- ------------------------------ ---------- ----------------- -------------- --------------
20.01 - 30.00 ................ 1 $ 1,350,000 0.1% $ 1,350,000
30.01 - 40.00 ................ 3 13,500,000 0.8 $ 4,500,000
40.01 - 50.00 ................ 5 242,767,319 15.0 $48,553,464
50.01 - 55.00 ................ 10 157,948,105 9.8 $15,794,810
55.01 - 60.00 ................ 11 185,766,706 11.5 $16,887,882
60.01 - 65.00 ................ 13 84,541,589 5.2 $ 6,503,199
65.01 - 70.00 ................ 20 215,459,623 13.3 $10,772,981
70.01 - 75.00 ................ 17 254,601,000 15.8 $14,976,529
75.01 - 80.00 ................ 12 458,611,000 28.4 $38,217,583
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
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
- ------------------------------ -------------- -------------- -------------- ---------- ----------- ----------
20.01 - 30.00 ................ $ 1,350,000 30.7% 26.8% 120 3.00x 5.330%
30.01 - 40.00 ................ $ 7,000,000 47.7% 38.3% 120 2.10x 5.641%
40.01 - 50.00 ................ $204,817,319 55.7% 46.9% 116 2.22x 5.806%
50.01 - 55.00 ................ $105,000,000 54.3% 52.0% 117 2.18x 5.390%
55.01 - 60.00 ................ $ 45,000,000 65.7% 57.7% 105 1.47x 5.578%
60.01 - 65.00 ................ $ 17,323,000 68.7% 62.8% 113 1.57x 5.201%
65.01 - 70.00 ................ $ 42,000,000 72.8% 67.6% 100 1.42x 5.344%
70.01 - 75.00 ................ $ 50,595,000 75.1% 72.0% 105 1.41x 5.399%
75.01 - 80.00 ................ $123,155,000 77.5% 77.5% 69 1.49x 5.212%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY DATE OR
ANTICIPATED REPAYMENT DATE
<TABLE>
% 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
- ------------------------------ ---------- ----------------- -------------- --------------
20.01 - 30.00 ................ 1 $ 1,350,000 0.1% $ 1,350,000
30.01 - 40.00 ................ 3 13,500,000 0.9 $ 4,500,000
40.01 - 50.00 ................ 4 237,167,319 15.9 $59,291,830
50.01 - 55.00 ................ 9 150,648,105 10.1 $16,738,678
55.01 - 60.00 ................ 8 145,966,706 9.8 $18,245,838
60.01 - 65.00 ................ 11 64,780,887 4.4 $ 5,889,172
65.01 - 70.00 ................ 18 201,664,556 13.6 $11,203,586
70.01 - 75.00 ................ 16 247,151,000 16.6 $15,446,938
75.01 - 80.00 ................ 11 425,611,000 28.6 $38,691,909
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
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
- ------------------------------ -------------- -------------- -------------- ---------- ----------- ----------
20.01 - 30.00 ................ $ 1,350,000 30.7% 26.8% 120 3.00x 5.330%
30.01 - 40.00 ................ $ 7,000,000 47.7% 38.3% 120 2.10x 5.641%
40.01 - 50.00 ................ $204,817,319 55.8% 46.9% 116 2.24x 5.819%
50.01 - 55.00 ................ $105,000,000 54.0% 52.1% 117 2.23x 5.382%
55.01 - 60.00 ................ $ 45,000,000 64.9% 57.5% 101 1.54x 5.596%
60.01 - 65.00 ................ $ 17,323,000 67.6% 63.1% 111 1.67x 5.188%
65.01 - 70.00 ................ $ 42,000,000 72.4% 67.7% 98 1.44x 5.353%
70.01 - 75.00 ................ $ 50,595,000 75.3% 72.0% 106 1.42x 5.397%
75.01 - 80.00 ................ $123,155,000 77.5% 77.5% 69 1.50x 5.176%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-130
RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE MATURITY DATE OR
ANTICIPATED REPAYMENT DATE
<TABLE>
% 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
- ------------------------------ ---------- -------------- -------------- --------------
40.01 - 50.00 ................ 1 $ 5,600,000 4.4% $ 5,600,000
50.01 - 55.00 ................ 1 7,300,000 5.8 $ 7,300,000
55.01 - 60.00 ................ 3 39,800,000 31.4 $13,266,667
60.01 - 65.00 ................ 2 19,760,702 15.6 $ 9,880,351
65.01 - 70.00 ................ 2 13,795,066 10.9 $ 6,897,533
70.01 - 75.00 ................ 1 7,450,000 5.9 $ 7,450,000
75.01 - 78.20 ................ 1 33,000,000 26.0 $33,000,000
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
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
- ------------------------------ -------------- -------------- -------------- ---------- ----------- ----------
40.01 - 50.00 ................ $ 5,600,000 51.4% 47.6% 119 1.23x 5.270%
50.01 - 55.00 ................ $ 7,300,000 60.8% 50.9% 120 1.25x 5.560%
55.01 - 60.00 ................ $20,700,000 68.5% 58.6% 120 1.21x 5.513%
60.01 - 65.00 ................ $13,567,000 72.2% 61.9% 120 1.23x 5.245%
65.01 - 70.00 ................ $ 8,800,000 79.3% 66.7% 120 1.25x 5.202%
70.01 - 75.00 ................ $ 7,450,000 70.3% 70.3% 59 1.31x 5.470%
75.01 - 78.20 ................ $33,000,000 78.2% 78.2% 59 1.48x 5.670%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF MORTGAGE RATES NUMBER CUT-OFF DATE POOL CUT-OFF DATE
( %) OF LOANS BALANCE BALANCE BALANCE
- ---------------------------- ---------- ----------------- -------------- --------------
4.750 - 5.249 .............. 27 $ 563,094,702 34.9% $20,855,359
5.250 - 5.499 .............. 38 471,451,686 29.2 $12,406,623
5.500 - 5.749 .............. 13 442,658,205 27.4 $34,050,631
5.750 - 5.999 .............. 10 55,497,680 3.4 $ 5,549,768
6.000 - 6.249 .............. 1 45,000,000 2.8 $45,000,000
6.250 - 6.499 .............. 1 3,350,000 0.2 $ 3,350,000
6.500 - 6.730 .............. 2 33,493,067 2.1 $16,746,534
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG.
RANGE OF MORTGAGE RATES CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY WTD. AVG. MORTGAGE
( %) BALANCE LTV RATIO AT MATURITY* (MOS.)* DSC RATIO RATE
- ---------------------------- -------------- -------------- -------------- ---------- ----------- ----------
4.750 - 5.249 .............. $123,155,000 72.8% 72.0% 80 1.59x 5.085%
5.250 - 5.499 .............. $105,000,000 69.0% 65.3% 103 1.61x 5.368%
5.500 - 5.749 .............. $204,817,319 65.7% 58.7% 115 1.78x 5.644%
5.750 - 5.999 .............. $ 10,500,000 68.9% 55.5% 116 1.53x 5.842%
6.000 - 6.249 .............. $ 45,000,000 59.8% 56.0% 60 1.71x 6.080%
6.250 - 6.499 .............. $ 3,350,000 63.2% 48.6% 180 1.25x 6.380%
6.500 - 6.730 .............. $ 23,500,000 53.8% 46.7% 94 1.94x 6.706%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-131
RANGE OF MORTGAGE RATES FOR LOAN GROUP 1 MORTGAGE LOANS
<TABLE>
AGGREGATE % OF AVERAGE
RANGE OF MORTGAGE RATES NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
(%) OF LOANS BALANCE GROUP 1 BALANCE BALANCE
- ------------------------- ---------- ----------------- ----------------- --------------
4.750 -- 5.249 .......... 24 $ 541,701,000 36.4% $22,570,875
5.250 -- 5.499 .......... 33 427,139,620 28.7 $12,943,625
5.500 -- 5.749 .......... 10 381,658,205 25.7 $38,165,821
5.750 -- 5.999 .......... 10 55,497,680 3.7 $ 5,549,768
6.000 -- 6.249 .......... 1 45,000,000 3.0 $45,000,000
6.250 -- 6.499 .......... 1 3,350,000 0.2 $ 3,350,000
6.500 -- 6.730 .......... 2 33,493,067 2.3 $16,746,534
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF MORTGAGE RATES CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE
(%) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE
- ------------------------- -------------- -------------- -------------- ---------- ----------- ----------
4.750 -- 5.249 .......... $123,155,000 72.7% 72.3% 78 1.60x 5.081%
5.250 -- 5.499 .......... $105,000,000 69.0% 65.8% 102 1.65x 5.368%
5.500 -- 5.749 .......... $204,817,319 64.7% 57.2% 119 1.85x 5.645%
5.750 -- 5.999 .......... $ 10,500,000 68.9% 55.5% 116 1.53x 5.842%
6.000 -- 6.249 .......... $ 45,000,000 59.8% 56.0% 60 1.71x 6.080%
6.250 -- 6.499 .......... $ 3,350,000 63.2% 48.6% 180 1.25x 6.380%
6.500 -- 6.730 .......... $ 23,500,000 53.8% 46.7% 94 1.94x 6.706%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF MORTGAGE RATES FOR LOAN GROUP 2 MORTGAGE LOANS
<TABLE>
AGGREGATE % OF AVERAGE
RANGE OF MORTGAGE RATES NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
(%) OF LOANS BALANCE GROUP 2 BALANCE BALANCE
- ------------------------- ---------- -------------- ----------------- --------------
5.140 -- 5.249 .......... 3 $ 21,393,702 16.9% $ 7,131,234
5.250 -- 5.499 .......... 5 44,312,066 35.0 $ 8,862,413
5.500 -- 5.670 .......... 3 61,000,000 48.1 $20,333,333
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
WTD. AVG.
STATED
REMAINING
HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF MORTGAGE RATES CUT-OFF DATE CUT-OFF DATE LTV RATIO MATURITY DSC MORTGAGE
(%) BALANCE LTV RATIO AT MATURITY* (MOS.)* RATIO RATE
- ------------------------- -------------- -------------- -------------- ---------- ----------- ----------
5.140 -- 5.249 .......... $ 8,800,000 76.6% 63.6% 120 1.25x 5.175%
5.250 -- 5.499 .......... $13,567,000 68.9% 61.0% 110 1.24x 5.371%
5.500 -- 5.670 .......... $33,000,000 72.0% 68.1% 87 1.36x 5.640%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-132
RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR ALL MORTGAGE LOANS
<TABLE>
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 ...................... 9 $ 265,739,000 16.5% $29,526,556
61 -- 84 ..................... 24 459,541,000 28.5 $19,147,542
85 -- 108 .................... 1 8,000,000 0.5 $ 8,000,000
109 -- 120 ................... 57 877,915,341 54.4 $15,402,024
169 -- 180 ................... 1 3,350,000 0.2 $ 3,350,000
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
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 ...................... $123,155,000 72.5% 71.8% 60 1.57x 5.332%
61 -- 84 ..................... $ 75,000,000 73.9% 73.6% 76 1.54x 5.300%
85 -- 108 .................... $ 8,000,000 78.4% 66.6% 108 1.28x 5.190%
109 -- 120 ................... $204,817,319 65.0% 58.2% 119 1.74x 5.491%
169 -- 180 ................... $ 3,350,000 63.2% 48.6% 180 1.25x 6.380%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* 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
<TABLE>
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 ...................... 7 $ 225,289,000 15.1% $32,184,143
61 -- 84 ..................... 24 459,541,000 30.9 $19,147,542
85 -- 108 .................... 1 8,000,000 0.5 $ 8,000,000
109 -- 120 ................... 48 791,659,573 53.2 $16,492,908
169 -- 180 ................... 1 3,350,000 0.2 $ 3,350,000
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
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 ...................... $123,155,000 71.8% 70.9% 60 1.59x 5.278%
61 -- 84 ..................... $ 75,000,000 73.9% 73.6% 76 1.54x 5.300%
85 -- 108 .................... $ 8,000,000 78.4% 66.6% 108 1.28x 5.190%
109 -- 120 ................... $204,817,319 64.5% 58.0% 119 1.80x 5.503%
169 -- 180 ................... $ 3,350,000 63.2% 48.6% 180 1.25x 6.380%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-133
RANGE OF ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR LOAN GROUP 2 MORTGAGE LOANS
<TABLE>
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 $ 40,450,000 31.9% $20,225,000
109 -- 120 ................... 9 86,255,768 68.1 $ 9,583,974
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
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 ...................... $33,000,000 76.7% 76.7% 59 1.45x 5.633%
109 -- 120 ................... $20,700,000 69.3% 59.3% 120 1.23x 5.390%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* 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
<TABLE>
RANGE OF REMAINING TERM AGGREGATE % OF AVERAGE
TO MATURITY OR ANTICIPATED NUMBER CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
REPAYMENT DATE (MONTHS) OF LOANS BALANCE POOL BALANCE BALANCE
- ------------------------------- ---------- ----------------- -------------- --------------
0 -- 60 ....................... 9 $ 265,739,000 16.5% $29,526,556
61 -- 84 ...................... 24 459,541,000 28.5 $19,147,542
85 -- 108 ..................... 1 8,000,000 0.5 $ 8,000,000
109 -- 120 .................... 57 877,915,341 54.4 $15,402,024
169 -- 180 .................... 1 3,350,000 0.2 $ 3,350,000
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
WTD. AVG.
STATED
REMAINING
RANGE OF REMAINING TERM HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
TO 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 ....................... $123,155,000 72.5% 71.8% 60 1.57x 5.332%
61 -- 84 ...................... $ 75,000,000 73.9% 73.6% 76 1.54x 5.300%
85 -- 108 ..................... $ 8,000,000 78.4% 66.6% 108 1.28x 5.190%
109 -- 120 .................... $204,817,319 65.0% 58.2% 119 1.74x 5.491%
169 -- 180 .................... $ 3,350,000 63.2% 48.6% 180 1.25x 6.380%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-134
RANGE OF REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE
<TABLE>
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 ...................... 7 $ 225,289,000 15.1% $32,184,143
61 -- 84 ..................... 24 459,541,000 30.9 $19,147,542
85 -- 108 .................... 1 8,000,000 0.5 $ 8,000,000
109 -- 120 ................... 48 791,659,573 53.2 $16,492,908
169 -- 180 ................... 1 3,350,000 0.2 $ 3,350,000
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
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 ...................... $123,155,000 71.8% 70.9% 60 1.59x 5.278%
61 -- 84 ..................... $ 75,000,000 73.9% 73.6% 76 1.54x 5.300%
85 -- 108 .................... $ 8,000,000 78.4% 66.6% 108 1.28x 5.190%
109 -- 120 ................... $204,817,319 64.5% 58.0% 119 1.80x 5.503%
169 -- 180 ................... $ 3,350,000 63.2% 48.6% 180 1.25x 6.380%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
* 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
<TABLE>
RANGE OF REMAINING TERM AGGREGATE % OF AVERAGE
TO 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 $ 40,450,000 31.9% $20,225,000
109 -- 120 .................... 9 86,255,768 68.1 $ 9,583,974
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
WTD. AVG.
STATED
REMAINING
RANGE OF REMAINING TERM HIGHEST WTD. AVG. WTD. AVG. TERM TO WTD. AVG.
TO 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 ....................... $33,000,000 76.7% 76.7% 59 1.45x 5.633%
109 -- 120 .................... $20,700,000 69.3% 59.3% 120 1.23x 5.390%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-135
RANGE OF REMAINING AMORTIZATION TERMS
FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE
<TABLE>
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
- --------------------------- ---------- ----------------- -------------- --------------
265 -- 300 ................ 10 $ 73,093,039 4.5% $ 7,309,304
349 -- 360 ................ 38 667,980,302 41.4 $17,578,429
Non-amortizing ............ 44 873,472,000 54.1 $19,851,636
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
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
- --------------------------- -------------- -------------- ---------------- ----------- ----------- ----------
265 -- 300 ................ $ 23,500,000 61.2% 49.0% 106 1.71x 6.062%
349 -- 360 ................ $204,817,319 66.6% 58.2% 115 1.63x 5.578%
Non-amortizing ............ $123,155,000 71.2% 71.2% 83 1.67x 5.229%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
The weighted average remaining amortization term for all Mortgage Loans
(excluding non-amortizing loans) is 354 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
<TABLE>
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
- --------------------------- ---------- ----------------- ----------------- --------------
265 -- 300 ................ 10 $ 73,093,039 4.9% $ 7,309,304
349 -- 360 ................ 29 581,724,534 39.1 $20,059,467
Non-amortizing ............ 42 833,022,000 56.0 $19,833,857
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
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
- --------------------------- -------------- -------------- ---------------- ----------- ----------- ----------
265 -- 300 ................ $ 23,500,000 61.2% 49.0% 106 1.71x 6.062%
349 -- 360 ................ $204,817,319 66.2% 58.0% 115 1.69x 5.606%
Non-amortizing ............ $123,155,000 70.9% 70.9% 84 1.68x 5.209%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
The weighted average remaining amortization term for all Loan Group 1 Mortgage
Loans (excluding non-amortizing loans) is 353 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-136
RANGE OF REMAINING AMORTIZATION TERMS
FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE
<TABLE>
% OF
RANGE OF AGGREGATE CUT-OFF DATE AVERAGE
REMAINING AMORTIZATION NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
TERMS (MONTHS)(1) LOANS BALANCE BALANCE BALANCE
- --------------------------- ----------- -------------- -------------- --------------
349 -- 360 ................ 9 $ 86,255,768 68.1% $ 9,583,974
Non-amortizing ............ 2 40,450,000 31.9 $20,225,000
- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
WTD. AVG.
STATED
WTD. AVG. REMAINING
RANGE OF HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
REMAINING AMORTIZATION CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
TERMS (MONTHS)(1) BALANCE RATIO AT MATURITY(2) (MOS.)(2) RATIO RATE
- --------------------------- -------------- ----------- ---------------- ----------- ----------- ----------
349 -- 360 ................ $20,700,000 69.3% 59.3% 120 1.23x 5.390%
Non-amortizing ............ $33,000,000 76.7% 76.7% 59 1.45x 5.633%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
The weighted average remaining amortization term for all Loan Group 2 Mortgage
Loans (excluding non-amortizing loans) is 360 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
<TABLE>
AGGREGATE % OF AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TYPES LOANS BALANCE POOL BALANCE BALANCE
- ----------------------------- ----------- ----------------- -------------- --------------
Interest-only, Balloon ...... 39 $ 834,155,000 51.7% $21,388,590
Amortizing Balloon .......... 26 434,446,341 26.9 $16,709,475
Interest-only, Amortizing
Balloon(2) ................. 22 306,627,000 19.0 $13,937,591
Interest-only, ARD .......... 5 39,317,000 2.4 $ 7,863,400
-- -------------- -----
92 $1,614,545,341 100.0% $17,549,406
== ============== =====
WTD. AVG.
STATED
WTD. AVG. REMAINING
HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
AMORTIZATION TYPES BALANCE RATIO AT MATURITY(1) (MOS.)(1) RATIO RATE
- ----------------------------- -------------- ----------- ---------------- ----------- ----------- ----------
Interest-only, Balloon ...... $123,155,000 71.7% 71.7% 81 1.65x 5.249%
Amortizing Balloon .......... $204,817,319 61.5% 51.8% 110 1.89x 5.762%
Interest-only, Amortizing
Balloon(2) ................. $ 42,000,000 72.6% 64.9% 120 1.29x 5.433%
Interest-only, ARD .......... $ 17,323,000 61.4% 61.4% 116 2.01x 4.797%
$204,817,319 68.8% 64.8% 97 1.66X 5.411%
</TABLE>
- -------
(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 6 to
84 months from origination prior to the commencement of payments of
principal and interest.
S-137
AMORTIZATION TYPES FOR LOAN GROUP 1 MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF DATE AVERAGE
NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
AMORTIZATION TYPES LOANS BALANCE BALANCE BALANCE
- ----------------------------- ----------- ----------------- -------------- --------------
Interest-only, Balloon ...... 37 $ 793,705,000 53.3% $21,451,486
Amortizing Balloon .......... 22 409,557,573 27.5 $18,616,253
Interest-only, Amortizing
Balloon(2) ................. 17 245,260,000 16.5 $14,427,059
Interest-only, ARD .......... 5 39,317,000 2.6 $ 7,863,400
-- -------------- -----
81 $1,487,839,573 100.0% $18,368,390
== ============== =====
WTD. AVG.
STATED
WTD. AVG. REMAINING
HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
AMORTIZATION TYPES BALANCE RATIO AT MATURITY(1) (MOS.)(1) RATIO RATE
- ----------------------------- -------------- ----------- ---------------- ----------- ----------- ----------
Interest-only, Balloon ...... $123,155,000 71.4% 71.4% 82 1.66x 5.230%
Amortizing Balloon .......... $204,817,319 60.8% 51.4% 110 1.92x 5.788%
Interest-only, Amortizing
Balloon(2) ................. $ 42,000,000 73.6% 66.3% 120 1.31x 5.438%
Interest-only, ARD .......... $ 17,323,000 61.4% 61.4% 116 2.01x 4.797%
$204,817,319 68.6% 64.8% 97 1.69X 5.406%
</TABLE>
- -------
(1) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
(2) These Mortgage Loans require payments of interest-only for a period of 12
to 84 months from origination prior to the commencement of payments of
principal and interest.
AMORTIZATION TYPES FOR LOAN GROUP 2 MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF DATE AVERAGE
NUMBER OF CUT-OFF DATE GROUP 2 CUT-OFF DATE
AMORTIZATION TYPES LOANS BALANCE BALANCE BALANCE
- -------------------------- ---------- -------------- -------------- --------------
Interest-only, Amortizing
Balloon(2) .............. 5 $ 61,367,000 48.4% $12,273,400
Interest-only, Balloon ... 2 40,450,000 31.9 $20,225,000
Amortizing Balloon ....... 4 24,888,768 19.6 $ 6,222,192
-- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
WTD. AVG.
STATED
WTD. AVG. REMAINING
HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
AMORTIZATION TYPES BALANCE RATIO AT MATURITY(1) (MOS.)(1) RATIO RATE
- -------------------------- -------------- ----------- ---------------- ----------- ----------- ----------
Interest-only, Amortizing
Balloon(2) .............. $20,700,000 68.4% 59.4% 120 1.22x 5.415%
Interest-only, Balloon ... $33,000,000 76.7% 76.7% 59 1.45x 5.633%
Amortizing Balloon ....... $ 7,300,000 71.6% 59.1% 120 1.25x 5.328%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
(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 6 to
60 months from origination prior to the commencement of payments of
principal and interest.
S-138
RANGE OF OCCUPANCY RATES FOR ALL MORTGAGE LOANS
<TABLE>
AGGREGATE % OF AVERAGE
RANGE OF OCCUPANCY NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE
RATES(%)(1) LOANS BALANCE POOL BALANCE BALANCE
- -------------------- ----------- ----------------- -------------- --------------
70.00 -- 74.99 ..... 2 $ 51,000,000 3.2% $25,500,000
75.00 -- 79.99 ..... 3 13,142,000 0.8 $ 4,380,667
80.00 -- 84.99 ..... 2 11,048,002 0.7 $ 5,524,001
85.00 -- 89.99 ..... 2 36,845,066 2.3 $18,422,533
90.00 -- 94.99 ..... 9 123,455,702 7.6 $13,717,300
95.00 -- 99.99 ..... 23 760,424,024 47.1 $33,061,914
100.00 -- 100.00 ... 45 557,087,480 34.5 $12,379,722
-- -------------- ----
86 $1,553,002,274 96.2% $18,058,166
== ============== ====
WTD. AVG.
STATED
WTD. AVG. REMAINING
HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF OCCUPANCY CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
RATES(%)(1) BALANCE RATIO AT MATURITY(2) (MOS.)(2) RATIO RATE
- -------------------- -------------- ----------- ---------------- ----------- ----------- ----------
70.00 -- 74.99 ..... $ 45,000,000 59.6% 55.4% 67 1.67x 5.998%
75.00 -- 79.99 ..... $ 6,192,000 59.0% 53.4% 120 1.46x 5.399%
80.00 -- 84.99 ..... $ 6,400,000 73.4% 58.2% 120 1.23x 5.521%
85.00 -- 89.99 ..... $ 31,850,000 69.3% 67.5% 78 1.47x 5.146%
90.00 -- 94.99 ..... $ 37,100,000 71.9% 67.1% 97 1.43x 5.297%
95.00 -- 99.99 ..... $204,817,319 67.0% 63.0% 97 1.82x 5.404%
100.00 -- 100.00 ... $ 75,000,000 72.6% 69.6% 100 1.50x 5.309%
$204,817,319 69.2% 65.4% 97 1.65X 5.376%
</TABLE>
- -------
(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 6 Mortgage Loans secured by hospitality properties, representing
3.8% of the Cut-off Date Pool Balance.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
RANGE OF OCCUPANCY RATES FOR LOAN GROUP 1 MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF OCCUPANCY NUMBER OF CUT-OFF DATE GROUP 1 CUT-OFF DATE
RATES (%)(1) LOANS BALANCE BALANCE BALANCE
- -------------------- ----------- ----------------- -------------- --------------
70.00 -- 74.99 ..... 2 $ 51,000,000 3.4% $25,500,000
75.00 -- 79.99 ..... 2 7,542,000 0.5 $ 3,771,000
80.00 -- 84.99 ..... 1 4,648,002 0.3 $ 4,648,002
85.00 -- 89.99 ..... 1 31,850,000 2.1 $31,850,000
90.00 -- 94.99 ..... 6 90,995,000 6.1 $15,165,833
95.00 -- 99.99 ..... 18 683,174,024 45.9 $37,954,112
100.00 -- 100.00 ... 45 557,087,480 37.4 $12,379,722
-- -------------- ----
75 $1,426,296,505 95.9% $19,017,287
== ============== ====
WTD. AVG.
STATED
WTD. AVG. REMAINING
HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF OCCUPANCY CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
RATES (%)(1) BALANCE RATIO AT MATURITY(2) (MOS.)(2) RATIO RATE
- -------------------- -------------- ----------- ---------------- ----------- ----------- ----------
70.00 -- 74.99 ..... $ 45,000,000 59.6% 55.4% 67 1.67x 5.998%
75.00 -- 79.99 ..... $ 6,192,000 64.6% 57.7% 120 1.63x 5.494%
80.00 -- 84.99 ..... $ 4,648,002 73.8% 57.1% 119 1.27x 5.950%
85.00 -- 89.99 ..... $ 31,850,000 67.8% 67.8% 72 1.50x 5.120%
90.00 -- 94.99 ..... $ 37,100,000 72.0% 69.3% 90 1.49x 5.281%
95.00 -- 99.99 ..... $204,817,319 66.4% 62.4% 98 1.87x 5.386%
100.00 -- 100.00 ... $ 75,000,000 72.6% 69.6% 100 1.50x 5.309%
$204,817,319 69.0% 65.5% 97 1.68X 5.368%
</TABLE>
- -------
(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 6 Mortgage Loans secured by hospitality properties representing
4.1% of the Cut-Off Date Group 1 Balance.
(2) Calculated with respect to the Anticipated Repayment Date for ARD Loans.
S-139
RANGE OF OCCUPANCY RATES FOR LOAN GROUP 2 MORTGAGE LOANS
<TABLE>
% OF
AGGREGATE CUT-OFF DATE AVERAGE
RANGE OF OCCUPANCY NUMBEROF CUT-OFF DATE GROUP 2 CUT-OFF DATE
RATES (%) LOANS BALANCE BALANCE BALANCE
- -------------------- ---------- -------------- -------------- --------------
75.00 -- 79.99 ..... 1 $ 5,600,000 4.4% $ 5,600,000
80.00 - 84.99 ...... 1 6,400,000 5.1 $ 6,400,000
85.00 -- 89.99 ..... 1 4,995,066 3.9 $ 4,995,066
90.00 -- 94.99 ..... 3 32,460,702 25.6 $10,820,234
95.00 -- 97.84 ..... 5 77,250,000 61.0 $15,450,000
-- ------------ -----
11 $126,705,768 100.0% $11,518,706
== ============ =====
WTD. AVG.
STATED
WTD. AVG. REMAINING
HIGHEST CUT-OFF WTD. AVG. TERM TO WTD. AVG. WTD. AVG.
RANGE OF OCCUPANCY CUT-OFF DATE DATE LTV LTV RATIO MATURITY DSC MORTGAGE
RATES (%) BALANCE RATIO AT MATURITY* (MOS.)* RATIO RATE
- -------------------- -------------- ----------- -------------- ---------- ----------- ----------
75.00 -- 79.99 ..... $ 5,600,000 51.4% 47.6% 119 1.23x 5.270%
80.00 - 84.99 ...... $ 6,400,000 73.1% 59.0% 120 1.20x 5.210%
85.00 -- 89.99 ..... $ 4,995,066 79.3% 65.9% 119 1.25x 5.310%
90.00 -- 94.99 ..... $13,567,000 71.4% 60.9% 120 1.23x 5.341%
95.00 -- 97.84 ..... $33,000,000 72.7% 68.2% 88 1.34x 5.567%
$33,000,000 71.7% 64.9% 100 1.30X 5.467%
</TABLE>
- -------
* Calculated with respect to the Anticipated Repayment Date for ARD Loans.
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION(1)(2)(3)
<TABLE>
PREPAYMENT RESTRICTION JUN-05 JUN-06 JUN-07 JUN-08 JUN-09
- --------------------------------- --------------- --------------- --------------- --------------- ---------------
Locked Out ...................... 87.31% 86.53% 36.15% 7.54% 0.00%
Defeasance ...................... 0.00 0.00 60.33 61.89 69.25
Yield Maintenance ............... 12.69 13.47 3.52 30.57 30.75
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%
---------- ---------- ---------- ---------- ----------
Cut-Off Date Pool Balance
Outstanding (in millions) ...... $ 1,614.55 $ 1,608.79 $ 1,602.40 $ 1,594.87 $ 1,585.26
---------- ---------- ---------- ---------- ----------
% of Cut-Off Date Pool Balance... 100.00% 99.64% 99.25% 98.78% 98.19%
- --------------------------------- ---------- ---------- ---------- ---------- ----------
PREPAYMENT RESTRICTION JUN-10 JUN-11 JUN-12 JUN-13 JUN-14 JUN-15
- --------------------------------- --------------- --------------- ------------- ------------- ------------- ------------
Locked Out ...................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ...................... 75.61 86.24 94.61 94.60 94.55 100.00
Yield Maintenance ............... 24.39 13.76 5.39 5.40 5.45 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% 0.00 0.00
---------- ---------- -------- -------- -------- -------
Total ........................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
---------- ---------- -------- -------- -------- -------
Cut-Off Date Pool Balance
Outstanding (in millions) ...... $ 1,311.98 $ 1,047.34 $ 833.96 $ 822.06 $ 802.68 $ 2.94
---------- ---------- -------- -------- -------- --------
% of Cut-Off Date Pool Balance... 81.26% 64.87% 51.65% 50.92% 49.72% 0.18%
- ---------------------------------- ---------- ---------- -------- -------- -------- --------
</TABLE>
- -------
(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 June
2015, the outstanding loan balances represent less than 0.18% of the
Cut-Off Date Pool Balance.
(3) Assumes yield maintenance with respect to the Mortgage Loans which allow
the borrower to choose yield maintenance or defeasance.
S-140
PERCENTAGE OF LOAN GROUP 1 BY PREPAYMENT RESTRICTION(1)(2)(3)
<TABLE>
PREPAYMENT RESTRICTION JUN-05 JUN-06 JUN-07 JUN-08 JUN-09
- ------------------------------ --------------- --------------- --------------- --------------- ---------------
Locked Out ................... 86.23% 85.89% 38.23% 7.19% 0.00%
Defeasance ................... 0.00 0.00 58.46 60.16 67.16
Yield Maintenance ............ 13.77 14.11 3.31 32.65 32.84
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%
---------- ---------- ---------- ---------- ----------
Cut-Off Date Group 1 Balance
Outstanding (in millions) ... $1,487.84 $1,482.50 $1,476.64 $1,470.23 $1,461.81
---------- ---------- ---------- ---------- ----------
% of Cut-Off Date Group 1
Balance ..................... 100.00% 99.64% 99.25% 98.82% 98.25%
PREPAYMENT RESTRICTION JUN-10 JUN-11 JUN-12 JUN-13 JUN-14 JUN-15
- ------------------------------ --------------- ------------- ------------- ------------- ------------- ------------
Locked Out ................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ................... 73.99 85.10 94.05 94.04 93.98 100.00
Yield Maintenance ............ 26.01 14.90 5.95 5.96 6.02 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 0.00 0.00
---------- -------- -------- -------- -------- --------
Total ........................ 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
---------- -------- -------- -------- -------- --------
Cut-Off Date Group 1 Balance
Outstanding (in millions) ... $1,230.24 $967.00 $755.09 $744.76 $727.03 $ 2.94
---------- -------- -------- -------- -------- --------
% of Cut-Off Date Group 1
Balance ..................... 82.69% 64.99% 50.75% 50.06% 48.87% 0.20%
</TABLE>
- -------
(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 June
2015, the outstanding loan balances represent less than 0.20% of the
Cut-Off Date Group 1 Balance.
(3) Assumes yield maintenance with respect to the Mortgage Loans which allow
the borrower to choose yield maintenance or defeasance.
PERCENTAGE OF LOAN GROUP 2 BY PREPAYMENT RESTRICTION*
<TABLE>
PREPAYMENT RESTRICTION JUN-05 JUN-06 JUN-07 JUN-08 JUN-09
- ------------------------------ ------------ ------------- ------------- ------------- -------------
Locked Out ................... 100.00% 94.10% 11.78% 11.71% 0.00%
Defeasance ................... 0.00 0.00 82.29 82.32 93.97
Yield Maintenance ............ 0.00 5.90 5.92 5.98 6.03
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%
-------- -------- -------- -------- --------
Cut-Off Date Group 2 Balance
Outstanding (in millions) ... $ 126.71 $ 126.29 $ 125.76 $ 124.65 $ 123.45
--------- -------- -------- -------- --------
% of Cut-Off Date Group 2
Balance ..................... 100.00% 99.67% 99.26% 98.37% 97.43%
- ------------------------------ --------- -------- -------- -------- --------
PREPAYMENT RESTRICTION JUN-10 JUN-11 JUN-12 JUN-13 JUN-14 JUN-15
- ------------------------------ ------------- ------------- ------------- ------------- ------------- ----------
Locked Out ................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ................... 100.00 100.00 100.00 100.00 100.00 0.00
Yield Maintenance ............ 0.00 0.00 0.00 0.00 0.00 0.00
Prepayment Premium ........... 0.00 0.00 0.00 0.00 0.00 0.00
Open ......................... 0.00 0.00 0.00 0.00 0.00 0.00
------- ------- ------- ------- ------- ------
Total ........................ 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
------- ------- ------- ------- ------- ------
Cut-Off Date Group 2 Balance
Outstanding (in millions) ... $ 81.74 $ 80.34 $ 78.87 $ 77.30 $ 75.65 $ 0.00
-------- -------- -------- -------- -------- -------
% of Cut-Off Date Group 2
Balance ..................... 64.51% 63.40% 62.24% 61.01% 59.71% 0.00%
- ------------------------------- -------- -------- -------- -------- -------- -------
</TABLE>
- -------
* 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-141
TWENTY LARGEST MORTGAGE LOANS
The following table and summaries describe the twenty largest Mortgage
Loans in the Mortgage Pool by Cut-Off Date Balance:
<TABLE>
% OF
NUMBER OF APPLICABLE
MORTGAGE % OF CUT-OFF
LOANS/ CUT-OFF DATE
NUMBER OF CUT-OFF DATE LOAN
MORTGAGE MORTGAGED LOAN DATE POOL GROUP
LOAN NAME LOAN SELLER PROPERTIES GROUP BALANCE BALANCE BALANCE
- ----------------------- ------------- ------------ ------- ----------------- --------- -----------
AmericasMart .......... Wachovia 1/1 1 $ 204,817,319 12.7% 13.8%
Regency Centers
Pool ................. Wachovia 1/6 1 123,155,000 7.6 8.3%
U.S. Bancorp .......... Wachovia 1/1 1 105,000,000 6.5 7.1%
50 West 23rd Street.... Wachovia 1/1 1 75,000,000 4.6 5.0%
600 Community
Drive ................ Wachovia 1/1 1 50,595,000 3.1 3.4%
The Galleria .......... Wachovia 1/1 1 50,000,000 3.1 3.4%
Weslayan Plaza ........ Wachovia 1/1 1 45,007,000 2.8 3.0%
Centennial Tower ...... Wachovia 1/1 1 45,000,000 2.8 3.0%
240 West 40th Street... Wachovia 1/1 1 42,000,000 2.6 2.8%
The Suffolk
Building ............. Wachovia 1/1 1 42,000,000 2.6 2.8%
--- -------------- ----
10/15 $ 782,574,319 48.5%
===== ============== ====
Corbin Corners ........ Wachovia 1/1 1 $ 37,100,000 2.3% 2.5%
Glen Park
Apartments ........... Wachovia 1/1 2 33,000,000 2.0 26.0%
Five Points Shopping
Center ............... Wachovia 1/1 1 32,054,000 2.0 2.2%
Point Loma Plaza ...... Wachovia 1/1 1 31,850,000 2.0 2.1%
Plaza Volente ......... Wachovia 1/1 1 28,680,000 1.8 1.9%
O'Fallon Walk ......... Wachovia 1/1 1 25,988,000 1.6 1.7%
Cloppers Mill
Village Center ....... Wachovia 1/1 1 25,743,000 1.6 1.7%
Courtyard Marriott --
Miami Beach, FL....... Wachovia 1/1 1 23,500,000 1.5 1.6%
Rancho San Diego
Village .............. Wachovia 1/1 1 21,560,000 1.3 1.4%
Fox Mill Shopping
Center ............... Wachovia 1/1 1 21,430,000 1.3 1.4%
----- -------------- ----
10/10 $ 280,905,000 17.4%
----- -------------- ----
20/25 $1,063,479,319 65.9%
===== ============== ====
LOAN
BALANCE CUT-OFF LTV
PER SF/ DATE RATIO AT
UNIT/ LTV MATURITY MORTGAGE
LOAN NAME PROPERTY TYPE ROOM(1)(2) DSCR(1)(2) RATIO(1)(2) OR ARD(1)(2) RATE
- ----------------------- ----------------------------- ------------ ------------ ------------- -------------- -----------
AmericasMart .......... Special Purpose -- $ 101 2.28x 56.1% 47.2% 5.720%
Merchandise Mart
Regency Centers
Pool ................. Retail -- Anchored $ 123 1.58x 76.1% 76.1% 5.030%
U.S. Bancorp .......... Office -- CBD $ 113 2.45x 51.5% 51.5% 5.290%
50 West 23rd Street.... Office -- CBD $ 225 1.28x 79.8% 79.8% 5.390%
600 Community
Drive ................ Office -- Suburban $ 200 1.55x 70.3% 70.3% 5.642%
The Galleria .......... Office -- CBD $ 329 1.21x 79.4% 79.4% 5.410%
Weslayan Plaza ........ Retail -- Anchored $ 126 1.65x 76.9% 76.9% 5.120%
Centennial Tower ...... Office -- CBD $ 70 1.71x 59.8% 56.0% 6.080%
240 West 40th Street... Office -- CBD $ 257 1.33x 73.7% 65.9% 5.520%
The Suffolk
Building ............. Office -- Suburban $ 163 1.51x 60.9% 58.2% 5.100%
1.82X 65.9% 62.8% 5.439%
Corbin Corners ........ Retail -- Anchored $ 209 1.55x 75.7% 75.7% 5.160%
Glen Park
Apartments ........... Multifamily -- Conventional $71,121 1.48x 78.2% 78.2% 5.670%
Five Points Shopping
Center ............... Retail -- Anchored $ 222 1.54x 73.9% 73.9% 5.120%
Point Loma Plaza ...... Retail -- Anchored $ 149 1.50x 67.8% 67.8% 5.120%
Plaza Volente ......... Retail -- Anchored $ 179 1.20x 80.0% 72.9% 5.420%
O'Fallon Walk ......... Retail -- Anchored $ 165 1.20x 78.5% 70.3% 5.530%
Cloppers Mill
Village Center ....... Retail -- Anchored $ 188 1.53x 74.6% 74.6% 5.160%
Courtyard Marriott --
Miami Beach, FL....... Hospitality -- Full Service $89,695 2.20x 50.3% 43.8% 6.730%
Rancho San Diego
Village .............. Retail -- Anchored $ 141 1.52x 70.0% 70.0% 5.160%
Fox Mill Shopping
Center ............... Retail -- Anchored $ 208 1.56x 75.2% 75.2% 5.120%
1.52X 72.9% 70.9% 5.400%
1.74X 67.8% 64.9% 5.429%
</TABLE>
- --------
(1) The AmericasMart Loan (loan number 1), representing 12.7% of the Cut-Off
Date Pool Balance (13.8% of the Cut-Off Date Group 1 Balance), is part of
a split loan structure with a Pari Passu Companion Loan which is not
included in the Trust Fund. With respect to this Mortgage Loan, unless
otherwise specified, the calculations of LTV ratios, DSC ratios and loan
balance per square foot are based on the aggregate indebtedness of this
Mortgage Loan and its Pari Passu Companion Loan.
(2) The Centennial Tower Loan (loan number 8), representing 2.8% of the
Cut-Off Date Pool Balance (3.0% of the Cut-Off Date Group 1 Balance), is
divided into a pooled component and two non-pooled components. With
respect to this Mortgage Loan, unless otherwise specified, the
calculations of LTV ratios, DSC ratios and loan balance per square foot
were based on the pooled component only and exclude the non-pooled
components.
S-142
AmericasMart
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $204,817,319
PERCENTAGE OF CUT-OFF DATE POOL
BALANCE 12.7%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR AMC, Inc.
TYPE OF SECURITY Both
MORTGAGE RATE 5.720%
MATURITY DATE May 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD None
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 119 / 359
LOCKBOX Yes
SHADOW RATING (S&P/FITCH)(1) AA+/AA-
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $1,838,854
ENVIRONMENTAL(2) $ 300,000
GROUND RENT(3) $1,117,136
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT(4) $68,333
TI/LC(5) $39,697
ADDITIONAL FINANCING Pari Passu Debt $204,817,319
PARI PASSU NOTES(6)
-------------------
CUT-OFF DATE BALANCE $409,634,637
CUT-OFF DATE BALANCE/SF $101
CUT-OFF DATE LTV 56.1%
MATURITY DATE LTV 47.2%
UW DSCR ON NCF 2.28x
</TABLE>
(1) S&P and Fitch have confirmed that the AmericasMart Loan has, in the
context of its inclusion in the trust, credit characteristics consistent
with an investment grade obligation.
(2) An environmental reserve was taken to remove a 500 gallon UST that did
not pass a tightness test, and remediate any affect soil. The Borrower
has since removed the tank. The estimated removal cost was $160,000.
(3) The Mortgaged Property is subject to multiple ground leases. For leases
that do provide standard lender protections, via the ground lease or the
ground lease estoppel, one year of ground rent has been reserved upfront.
In instances where this is not addressed in the ground lease or in the
ground lease estoppel, 5 years of ground rent has been reserved upfront.
(4) Capped at $785,000.
(5) Capped at $476,364.
(6) LTV ratios, DSC ratios and Cut-Off Date Balances/SF were derived based on
the aggregate indebtedness of the AmericasMart Loan and the AmericasMart
Pari Passu Loan.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Atlanta, GA
PROPERTY TYPE Special Purpose -- Merchandise Mart
SIZE (SF) 4,070,908
OCCUPANCY AS OF APRIL 1, 2005* 95.9%
YEAR BUILT / YEAR RENOVATED 1961 / 1992
APPRAISED VALUE $730,000,000
PROPERTY MANAGEMENT AMC, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $125,501,967
UW TOTAL EXPENSES $58,744,329
UW NET OPERATING INCOME (NOI) $66,757,637
UW NET CASH FLOW (NCF) $65,208,833
</TABLE>
* Calculated excluding Exhibition Tenant Space.
S-143
<TABLE>
TENANT SUMMARY
NET % OF NET
RATINGS(1) RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- --------------------------------- ------------------- ----------- ----------
225 Unlimited, Inc. ............. NR/NR/NR 27,277 0.7%
Christian Mosso Group, LLC ...... NR/NR/NR 20,374 0.5
Atlanta Napp Deady, Inc. ........ NR/NR/NR 20,285 0.5
Syratech Corporation ............ NR/NR/NR 18,707 0.5
Nourison Rug Corp. .............. NR/NR/NR 18,586 0.5
Non-major permanent tenants ..... 2,941,067 72.2
Exhibition Tenant Space ......... 895,145 22.0
Vacant Permanent Space .......... 129,467 3.2
--------- -----
TOTAL ........................... 4,070,908 100.0%
========= =====
% OF DATE OF
ACTUAL ACTUAL LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- --------------------------------- ---------- --------------- ---------- -------------------
225 Unlimited, Inc. ............. $ 31.13 $ 849,120 0.7% Multiple Spaces(2)
Christian Mosso Group, LLC ...... $ 30.06 612,396 0.5 September 2009
Atlanta Napp Deady, Inc. ........ $ 32.46 658,392 0.6 MTM
Syratech Corporation ............ $ 40.65 760,500 0.6 Multiple Spaces(3)
Nourison Rug Corp. .............. $ 12.50 232,284 0.2 November 2009
Non-major permanent tenants ..... $ 29.90 87,944,624 73.8
Exhibition Tenant Space ......... $ 31.35 28,059,307 23.6
Vacant Permanent Space .......... 0 0.0
------------ -----
TOTAL ........................... $119,116,623 100.0%
============ =====
</TABLE>
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) Under the terms of multiple leases, 13,848 square feet expire in March
2007, 3,904 square feet expire in October 2007 and 9,525 square feet expire
in September 2009.
(3) Under the terms of multiple leases, 3,426 square feet expire in October
2005, 7,659 square feet expire in May 2006 and 7,622 square feet expire in
October 2007.
<TABLE>
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 468 $ 29.29 703,815 22.2% 22.2% 22.6% 22.6%
2006 440 $ 30.31 674,250 21.2% 43.4% 22.4% 45.1%
2007 449 $ 31.00 783,127 24.7% 68.1% 26.7% 71.7%
2008 167 $ 29.93 383,431 12.1% 80.1% 12.6% 84.4%
2009 131 $ 28.69 420,358 13.2% 93.4% 13.2% 97.6%
2010 15 $ 28.28 57,257 1.8% 95.2% 1.8% 99.4%
2011 2 $ 34.66 7,422 0.2% 95.4% 0.3% 99.7%
2012 2 $ 19.93 15,788 0.5% 95.9% 0.3% 100.0%
2013 0 $ 0.00 0 0.0% 95.9% 0.0% 100.0%
2014 0 $ 0.00 0 0.0% 95.9% 0.0% 100.0%
2015 1 $ 0.00 848 0.0% 95.9% 0.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 95.9% 0.0% 100.0%
Vacant 0 NA 129,467 4.1% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-144
THE LOAN. The AmericasMart Loan (the "AmericasMart Loan") represents the
A-1 interest in a $410,000,000 mortgage loan (the "AmericasMart Whole Loan"),
which AmericasMart Whole Loan is evidenced by two notes, an A-1 note (the
"AmericasMart Note"), in the original principal amount of the AmericasMart Loan
and an A-2 note (the "AmericasMart Pari Passu Note") in the original principal
amount of $205,000,000, which AmericasMart Subordinate Note evidences a loan
(the "AmericasMart Companion Loan") which is pari passu in payment priority to
the AmericasMart Loan. The AmericasMart Loan will be an asset of the Trust
Fund. The AmericasMart Loan and the AmericasMart Companion Loan will be
governed by an intercreditor and servicing agreement, and will serviced
pursuant to the terms of the pooling and servicing agreement as described in
this prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL -- Co-Lender
Loans."
The Mortgage Loan is secured by a first deed to secure debt encumbering
both fee and leasehold interests in a merchandise mart located in Atlanta,
Georgia. The AmericasMart Loan represents approximately 12.7% of the Cut-Off
Date Pool Balance. The AmericasMart Loan was originated on May 2, 2005, and has
a principal balance as of the Cut-Off Date of $204,817,319.
The AmericasMart Loan has a remaining term of 119 months to its maturity
date of May 11, 2015. The AmericasMart Loan may be prepaid with the payment of
a yield maintenance charge prior to July 11, 2007, permits defeasance with
United States government obligations from July 11, 2007 until February 10,
2015, and may be prepaid without payment of a yield maintenance charge on or
after February 11, 2015.
THE BORROWER. The borrower under the AmericasMart Loan is AmericasMart
Real Estate, LLC, a special purpose entity. Legal counsel to the borrower
delivered a non-consolidation opinion in connection with the origination of the
AmericasMart Loan. The sponsor of the borrower is AMC, Inc., whose controlling
principal is John Portman. Mr. Portman designed and built the Mortgaged
Property and is internationally recognized both as an architect and developer,
with over 50 years of expertise in designing hotels, universities, offices,
trade marts and mixed-use urban complexes all over the world.
THE PROPERTY. The Mortgaged Property is an approximately 4,070,908 square
foot merchandise mart, consisting of three integrated, interconnected buildings
known as the Merchandise Mart, the Gift Mart and the Apparel Mart, situated on
approximately 7.8 acres. The Mortgaged Property was constructed in 1961 and
renovated in 1992. The Mortgaged Property is located in Atlanta, Georgia. As of
April 1, 2005, the occupancy rate for the Mortgaged Property securing the
AmericasMart Loan was approximately 95.9%.
The Mortgaged Property consists of approximately 3,175,763 square feet of
permanent space tenanted by approximately 1,700 manufacturers and their
representatives, with the remaining 895,145 square feet currently designed as
exhibition space that is leased to exhibitors during numerous trade shows held
throughout the year. The largest tenant only represents approximately 0.7% of
the net rentable area, and the average tenant occupies approximately 1,800
square feet. The Mortgaged Property is one of the largest wholesale market
centers in the nation and has been positioned as a department store for
retailers. The Mortgaged Property is designed specifically to showcase such
consumer goods and to bring together manufacturers and wholesale
representatives with retailers to conduct wholesale trade.
GROUND LEASES. In addition to the fee interest in the Mortgaged Property,
the AmericasMart Loan is secured by multiple leasehold interests in the
Mortgaged Property. With respect to all but 1 of such ground leases: (x) each
ground lease is freely assignable by the mortgagee and (y) the term of each
ground lease extends more than 20 years beyond the maturity date of the
AmericasMart Loan. With respect to each of such ground lease: (1) the ground
lease is duly recorded, (2) the mortgagee will receive notice of any default by
the respective ground lessee; provided the mortgagee does not have the
opportunity to cure such default and (3) the ground lease does not impose any
restrictions on subletting which would be viewed as commercially unreasonable.
With respect to casualty or condemnation proceeds or awards, the mortgagee does
not have the right to control or supervise such funds. Further, the mortgagee
does not have the right to receive a new lease upon termination of the ground
lease(s).
On the date of closing the AmericasMart Loan, the borrower established a
reserve in connection with the ground leases in the amount of approximately
$1,117,136. The mortgagee has the right to apply such funds in payment of
ground lease rent; provided, however, that if funds in the reserve exceed
certain
S-145
thresholds set forth in the related Mortgage Loan documents, such excess funds
are required to be distributed to the borrower, subject to conditions set forth
in the related Mortgage Loan documents.
INSURANCE. The borrower, at its sole cost and expense, is required to keep
the Mortgaged Property and all personal property located at the Mortgaged
Property insured against loss or damage by fire and other risks under a
comprehensive all risk insurance policy (the "AmericasMart Casualty Insurance
Policy"): (1) in an amount equal to at least 100% of the then "full replacement
cost" of the Mortgaged Property, with a waiver of depreciation, (2) containing
an agreed-upon amount endorsement waiving all co-insurance provisions; (3)
providing for no deductible in excess of $100,000 for all such insurance
coverage; and (4) providing that the policy will contain an "Ordinance or Law
Coverage" or "Enforcement" endorsement if any of the improvements or the use of
such Mortgaged Property will at any time constitute legal nonconforming
structures or uses.
All insurance policies are required to be issued by one or more
financially sound and responsible insurance companies meeting the Rating Agency
and/or financial requirements set forth in the loan documents.
CASUALTY AND CONDEMNATION. The related Mortgage Loan documents provide
that if the Mortgaged Property is damaged or destroyed, in whole or in part, by
fire or other casualty, or if any portion of a Mortgaged Property is taken by
any governmental authority through eminent domain or otherwise, the borrower
may, subject to the conditions set forth below, proceed with the repair or
rebuilding of the improvements as nearly as possible substantially to the
condition the Mortgaged Property was in immediately prior to any fire, other
casualty or taking (a "AmericasMart Restoration").
To the extent that the applicable proceeds or award are in an amount less
than $1,000,000 and provided no default has occurred and is continuing under
the related Mortgage Loan documents, the mortgagee shall disburse the
applicable proceeds or award to the applicable borrower to be used for such
AmericasMart Restoration.
To the extent that (x) less than 25% of the improvements on the Mortgaged
Property have been damaged by casualty or (y) less than 10% of the land
constituting the Mortgaged Property has been taken and no portion of the
improvements on the Mortgaged Property has been taken and that the borrower
elects to proceed with any AmericasMart Restoration, the mortgagee is required
to disburse the applicable proceeds or award to the borrower to be used for any
AmericasMart Restoration upon the satisfaction of certain conditions, including
that: (i) no default has occurred and is continuing under the related Mortgage
Loan documents; (ii) the applicable Mortgaged Property can, in the judgment of
the mortgagee, be returned to its condition immediately prior to the casualty
or condemnation within the earlier to occur of (A) the earliest date required
for such completion under the terms of any lease with respect to the Mortgaged
Property, (B) 6 months prior to the stated maturity date of the note, (C) such
time as may be required under any applicable law, ordinance, rule or
regulation, or (D) the expiration of the business interruption insurance
required to be carried under the related Mortgage Loan documents; (iii) all
necessary government approvals in connection with any AmericasMart Restoration
have been received; (iv) there are sufficient sums available to both complete
the AmericasMart Restoration and continue regular debt service payments on the
note; (v) the borrower is required to commence any AmericasMart Restoration as
soon as is reasonably practical, but in no event more than 60 days from the
occurrence of such casualty or condemnation, (vi) leases amounting to 80% of
the aggregate operating income for the Mortgaged Property for the immediately
preceding year must remain in full force and effect without abatement of rent
beyond the period of time necessary for any AmericasMart Restoration and (vii)
such casualty or condemnation does not result in a loss of access of the
Mortgaged Property.
To the extent that (x) less than 25% of the improvements on the Mortgaged
Property have been damaged by casualty or (y) less than 10% of the land
constituting the Mortgaged Property has been taken or that the borrower elects
not to proceed with a AmericasMart Restoration, the mortgagee may elect to
accelerate the note and apply such proceeds or award in repayment of the note.
TRANSFER OF THE PROPERTY AND INTERESTS IN THE BORROWER. The related
Mortgage Loan documents provide that the borrower will not permit any sale,
assignment, conveyance, transfer or other disposition of, or any mortgage, lien
or other encumbrance on, all or any part of the Mortgaged Property or any
interest in the Mortgaged Property or any interest in the borrower, without the
consent of the mortgagee. The borrower is, however, permitted to sell the
Mortgaged Property provided the borrower satisfies
S-146
certain conditions, including: (i) no default has occurred and is continuing
under the related Mortgage Loan documents; (ii) the transferee is (x) a
corporation, partnership or limited liability company acceptable to mortgagee
in its sole discretion and (y) a special purpose, bankruptcy remote entity that
satisfies the requirements of the related Mortgage Loan documents; (iii)
counsel to the proposed transferee delivers to the mortgagee a
non-consolidation opinion acceptable to the mortgagee in its sole discretion;
(iv) the proposed transferee and its property manager have no less than 5 years
experience in owning and operating properties similar to the Mortgaged Property
in the mortgagee's opinion, based on reasonable evidence thereof; (v) the
borrower delivers a rating agency confirmation that the applicable transfer
will not result in a downgrade, withdrawal or qualification of the then-current
ratings assigned to the Certificates; (vi) the borrower pays a transfer fee
equal to 1% of the then-outstanding principal balance of the note; and (vii)
the transferee assumes the obligations under the note.
In addition, a transfer or sale (but not a pledge, hypothecation, security
interest or other encumbrance) of any direct or indirect interest in the
borrower is permitted upon mortgagee's consent, provided certain conditions are
satisfied, including: (i) the borrower delivers a rating agency confirmation
that the applicable transfer will not result in a downgrade, withdrawal or
qualification of the then-current ratings assigned to the Certificates; and
(ii) if more than 49% of the direct or indirect interests in the borrower have
been transferred to a person or entity not owning at least 49% of the direct or
indirect interests in the borrower on the date of closing of the AmericasMart
Loan, the borrower is required to deliver to the mortgagee a nonconsolidation
opinion with respect to the proposed transfer or sale.
In addition, a transfer or sale of any direct or indirect interest in the
borrower is permitted without mortgagee's consent provided certain conditions
are satisfied, including: (i) no default has occurred and is continuing under
the related Mortgage Loan documents; (ii) after such transfer, no less than 51%
of all of the ownership interests of the managing member of the borrower are
held by (x) John Portman, (y) any direct or indirect wholly-owned subsidiary of
AMC, Inc., or (z) any trust, corporation or other entity that is wholly-owned
by either John Portman or AMC, Inc. (each, an "AMC, Inc. Affiliate"); (iii)
after any such transfer, no less than 51% of all of the direct and indirect
ownership interests in the borrower are held by an AMC, Inc. Affiliate; and
(iv) the transfer does not result in any person or entity, together with its
affiliates and related parties, owning more than 49% of the direct or indirect
interests in the borrower that did not own at least 49% of the direct or
indirect interests in the borrower on the date of closing of the AmericasMart
Loan.
LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a lockbox account (the "AmericasMart Lockbox")
maintained with Wachovia Bank, National Association (the "AmericasMart Lockbox
Bank") in the name of the borrower for the benefit of the mortgagee. All funds
on deposit in the AmericasMart Lockbox will be transferred on every business
day into a collection account (the "AmericasMart Collection Account")
maintained by the AmericasMart Lockbox Bank for the benefit of the mortgagee.
On each monthly payment date, the AmericasMart Lockbox Bank is required to
apply any funds from the AmericasMart Collection Account in the following
amounts: a reserve for taxes and insurance, monthly debt service, a reserve for
capital expenditures, a reserve for tenant improvements and leasing
commissions, a reserve for default interest, a reserve for operating expenses
during the two consecutive calendar quarters after the debt service coverage
ratio is less than 1.45x (an "AmericasMart O&M Operative Period") and any
excess (x) into a financial covenant reserve during an AmericasMart O&M
Operative Period for future application or (y) to the borrower if no
AmericasMart O&M Operative Period is then in effect.
ESCROWS. The related Mortgage Loan documents provide that the borrower is
required to make monthly deposits of real estate taxes and insurance premiums
to a taxes and insurance reserve. In addition, the borrower is required to make
monthly deposits into a reserve for capital expenditures and into a reserve for
tenant improvements and leasing commissions.
MANAGEMENT. AMC, Inc., the sponsor of the borrower, is the property
manager for the Mortgaged Property securing the AmericasMart Loan.
INTERCREDITOR AGREEMENT. The holders of the (A) AmericasMart Note and the
(B) AmericasMart Pari Passu Note are parties to an intercreditor and servicing
agreement dated as of May 2, 2005 which sets forth the priority of payments and
rights of such holders. See "DESCRIPTION OF THE MORTGAGE POOL -- Co-Lender
Loans".
S-147
Regency Centers Pool
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $123,155,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 7.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.030%
MATURITY DATE June 11, 2010
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 60
ORIGINAL TERM / AMORTIZATION 60 / IO
REMAINING TERM / AMORTIZATION 60 / IO
LOCKBOX None
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $123,155,000
CUT-OFF DATE BALANCE/SF $123
CUT-OFF DATE LTV 76.1%
MATURITY DATE LTV 76.1%
UW DSCR ON NCF 1.58x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 6
LOCATION Various
PROPERTY TYPE Retail - Anchored
SIZE (SF) 1,004,867
OCCUPANCY AS OF MARCH 15, 2005 AND MARCH 31, 2005 96.6%
YEAR BUILT / YEAR RENOVATED Various
APPRAISED VALUE $161,900,000
PROPERTY MANAGEMENT Regency Realty Group, Inc.
UW ECONOMIC OCCUPANCY 93.3%
UW REVENUES $15,818,322
UW TOTAL EXPENSES $5,186,672
UW NET OPERATING INCOME (NOI) $10,631,650
UW NET CASH FLOW (NCF) $9,780,534
</TABLE>
S-148
<TABLE>
SUMMARY
NET
YEAR RENTABLE
PROPERTY CITY STATE BUILT AREA OCCUPANCY* LARGEST TENANT
- ------------------------------------- ------------- ------- ------- ------------ ------------ ---------------------
Applewood Village Shopping Center Wheat Ridge CO 1956 375,622 96.6% Walmart Stores Inc.
Arapahoe Village Shopping Center Boulder CO 1980 159,237 93.6% Safeway
Rockford Road Plaza Shopping Center Plymouth MN 1991 207,897 96.1% Rainbow Foods
Colonial Square Shopping Center Wayzata MN 1959 93,200 100.0% Lund's
Cherrywood Square Shopping Center Centennial CO 1978 86,161 98.7% King Soopers
Ralston Square Shopping Center Arvada CO 1977 82,750 98.0% King Soopers
-------
1,004,867 96.6%
=========
CUT-OFF CUT-OFF
DATE DATE
ALLOCATED LOAN CUT-OFF UNDERWRITTEN
LOAN AMOUNT APPRAISED DATE NET CASH UW NCF RELEASE
PROPERTY AMOUNT PER SF VALUE LTV FLOW DSCR PRICE
- ------------------------------------- --------------- -------- --------------- --------- ------------- ---------- --------
Applewood Village Shopping Center $ 42,000,000 $112 $ 52,500,000 80.0% $ 3,310,258 1.57x 110%
Arapahoe Village Shopping Center 26,454,000 $166 36,100,000 73.3% 2,089,892 1.57x 110%
Rockford Road Plaza Shopping Center 23,884,000 $115 30,500,000 78.3% 1,920,516 1.60x 110%
Colonial Square Shopping Center 15,122,000 $162 20,800,000 72.7% 1,194,663 1.57x 110%
Cherrywood Square Shopping Center 8,720,000 $101 12,000,000 72.7% 703,381 1.60x 110%
Ralston Square Shopping Center 6,975,000 $ 84 10,000,000 69.8% 561,824 1.60x 110%
------------ ------------ -----------
$123,155,000 $123 $161,900,000 76.1% $ 9,780,534 1.58X
============ ============ ===========
</TABLE>
* As of March 15, 2005, for Applewood Village Shopping Center and as of
March 31, 2005, for the other Mortgaged Properties.
S-149
<TABLE>
TENANT SUMMARY
- -------------------------------------------------------------------------------------------------------------------------------
NET % OF NET % OF
RATINGS(1) RENTABLE RENTABLE ACTUAL ACTUAL DATE OF LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ---------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- -------------------
TOP 10 TENANTS
King Soopers ............... Baa2/BBB/BBB 178,025 17.7% $ 5.46 $ 971,175 8.7% Multiple Leases(2)
Walmart Stores Inc ......... Aa2/AA/AA 137,869 13.7 $ 6.39 880,983 7.9 January 2008
Rainbow Foods .............. NR/NR/NR 65,608 6.5 $ 8.65 567,509 5.1 September 2011
Petsmart ................... NR/BB-/NR 51,965 5.2 $ 9.49 493,039 4.4 Multiple Leases(3)
Lund's ..................... NR/NR/NR 43,978 4.4 $ 8.24 362,379 3.3 December 2013
Safeway .................... Baa2/BBB/BBB 43,500 4.3 $ 6.28 273,180 2.5 November 2006
Applejack Liquors .......... NR/NR/NR 37,315 3.7 $ 8.69 324,184 2.9 June 2018
Home Goods ................. NR/NR/NR 25,855 2.6 $ 10.00 258,550 2.3 November 2014
TJ Maxx .................... A3/A/NR 25,200 2.5 $ 7.50 189,000 1.7 January 2007
Famous Footwear ............ B1/BB/BB+ 20,515 2.0 $ 15.64 320,946 2.9 Multiple Leases(4)
Non-major tenants .......... 341,057 33.9 $ 19.00 6,481,223 58.3
Vacant ..................... 33,980 3.4 0 0.0
------- ----- ----------- -----
TOTAL ...................... 1,004,867 100.0% $11,122,167 100.0%
========= ===== =========== =====
</TABLE>
Notes:
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(2) Under the terms of multiple leases, 55,311 square feet expire in January
2007, 51,640 square feet expire in June 2008, and 71,074 square feet expire
in October 2022.
(3) Under the terms of multiple leases, 25,050 square feet expire in April 2010
and 26,915 square feet expire in January 2011.
(4) Under the terms of multiple leases, 7,900 square feet expire in December
2006, 4,893 square feet expire in October 2007, and 7,722 square feet
expire in December 2011.
<TABLE>
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 19 $ 18.92 32,071 3.2% 3.2% 5.5% 5.5%
2006 26 $ 13.73 96,086 9.6% 12.8% 11.9% 17.3%
2007 29 $ 12.02 175,795 17.5% 30.2% 19.0% 36.3%
2008 10 $ 7.21 212,425 21.1% 51.4% 13.8% 50.1%
2009 12 $ 20.13 32,545 3.2% 54.6% 5.9% 56.0%
2010 13 $ 14.97 64,224 6.4% 61.0% 8.6% 64.6%
2011 9 $ 11.83 123,879 12.3% 73.3% 13.2% 77.8%
2012 3 $ 22.36 16,903 1.7% 75.0% 3.4% 81.2%
2013 4 $ 7.09 65,058 6.5% 81.5% 4.1% 85.3%
2014 2 $ 10.68 26,955 2.7% 84.2% 2.6% 87.9%
2015 2 $ 26.28 16,557 1.6% 85.8% 3.9% 91.8%
Thereafter 3 $ 8.37 108,389 10.8% 96.6% 8.2% 100.0%
Vacant 0 NA 33,980 3.4% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on approximate square footage occupied by each tenant.
S-150
o THE LOAN. The Mortgage Loan (the "Regency Centers Pool Loan") is secured by
first deeds of trust or mortgages encumbering 6 retail properties located in
Colorado (4 Mortgaged Properties) and Minnesota (2 Mortgaged Properties).
The Regency Centers Pool Loan represents approximately 7.6% of the Cut-Off
Date Pool Balance. The Regency Centers Pool Loan was originated on June 1,
2005, and will have an aggregate principal balance as of the Cut-Off Date of
$123,155,000. The Regency Centers Pool Loan provides for interest-only
payments for the entire loan term.
The Regency Centers Pool Loan has a remaining term of 60 months and matures
on June 11, 2010. The Regency Centers Pool Loan may be prepaid on or after
March 11, 2010, and permits defeasance with United States government
obligations or prepayment with a yield maintenance charge beginning three
years after the Closing Date.
o THE BORROWER. The borrower is US Retail Properties, LLC, a special purpose
entity. The sponsors of the borrower are Regency Centers Corporation and
Macquarie Country Wide Trust. Regency Centers Corporation is an owner,
operator and developer of grocery-anchored neighborhood and community
shopping centers with a portfolio of approximately 29.9 million square feet.
Macquarie Country Wide Trust is based in Australia and invests worldwide in
grocery-anchored shopping centers with 75% of its portfolio in the United
States.
o THE PROPERTIES. The Mortgaged Properties consist of 6 retail centers
containing, in the aggregate, 1,004,867 square feet of retail space. Each
Mortgaged Property is a grocery-anchored retail center. As of March 31, 2005
(or March 15, 2005 for Applewood Village Shopping Center), the average
occupancy rate for the Mortgaged Properties securing the Retail Centers Pool
Loan was approximately 96.6%.
o SUBSTITUTION. The borrower may substitute one or more of the Mortgaged
Properties with 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.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o MANAGEMENT. Regency Realty Group, Inc. is the property manager for the
Mortgaged Properties securing the Regency Centers Pool Loan. Regency Realty
Group, Inc. is a real estate investment, advisory and management company
with approximately 15 million square feet under management.
S-151
U.S. Bancorp
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $105,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 6.5%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Wells Real Estate
Investment Trust, Inc.
TYPE OF SECURITY Fee
MORTGAGE RATE 5.290%
MATURITY DATE May 11, 2015
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 120
ORIGINAL TERM / AMORTIZATION 120 / IO
REMAINING TERM / AMORTIZATION 119 / IO
LOCKBOX None
SHADOW RATING (S&P/FITCH)* BBB-/BBB-
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $105,000,000
CUT-OFF DATE BALANCE/SF $113
CUT-OFF DATE LTV 51.5%
MATURITY DATE LTV 51.5%
UW DSCR ON NCF 2.45x
</TABLE>
* S&P and Fitch have confirmed that the U.S. Bancorp Loan has, in the
context of its inclusion in the trust, credit characteristics consistent
with an investment grade obligation.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Minneapolis, MN
PROPERTY TYPE Office - CBD
SIZE (SF) 929,694
OCCUPANCY AS OF MARCH 30, 2005 98.2%
YEAR BUILT / YEAR RENOVATED 2000 / NA
APPRAISED VALUE $204,000,000
PROPERTY MANAGEMENT Wells Management Company, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $25,758,823
UW TOTAL EXPENSES $10,936,877
UW NET OPERATING INCOME (NOI) $14,821,946
UW NET CASH FLOW (NCF) $13,635,641
</TABLE>
S-152
<TABLE>
TENANT SUMMARY
- ---------------------------------------------------------------------------------
NET % OF NET
RATINGS* RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- -------------------------------------- ------------------- ----------- ----------
U.S. Bancorp ......................... Aa2/A+/AA- 715,961 77.0%
Northern States Power ................ Baa1/BBB/BBB 55,363 6.0
Robert Half International Inc. ....... NR/NR/NR 19,419 2.1
McGrain Shea Franzen ................. NR/NR/NR 16,251 1.7
Red Sky Partners ..................... NR/NR/NR 12,709 1.4
Non-major tenants .................... 93,576 10.1
Vacant ............................... 16,415 1.8
------- -----
TOTAL ................................ 929,694 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- -------------------------------------- ---------- ------------- ---------- ---------------
U.S. Bancorp ......................... $ 16.69 $11,950,981 75.6% May 2014
Northern States Power ................ $ 18.50 1,024,216 6.5 June 2006
Robert Half International Inc. ....... $ 20.04 389,157 2.5 March 2010
McGrain Shea Franzen ................. $ 20.36 330,870 2.1 April 2008
Red Sky Partners ..................... $ 16.14 205,123 1.3 September 2006
Non-major tenants .................... $ 20.30 1,899,732 12.0
Vacant ............................... 0 0.0
----------- -----
TOTAL ................................ $15,800,078 100.0%
=========== =====
</TABLE>
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
<TABLE>
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 5 $ 30.63 901 0.1% 0.1% 0.2% 0.2%
2006 6 $ 18.17 81,063 8.7% 8.8% 9.3% 9.5%
2007 8 $ 17.28 21,530 2.3% 11.1% 2.4% 11.8%
2008 4 $ 19.51 26,291 2.8% 14.0% 3.2% 15.1%
2009 1 $ 240.00 15 0.0% 14.0% 0.0% 15.1%
2010 6 $ 19.88 42,151 4.5% 18.5% 5.3% 20.4%
2011 1 $ 18.50 5,566 0.6% 19.1% 0.7% 21.1%
2012 2 $ 22.13 10,058 1.1% 20.2% 1.4% 22.5%
2013 0 $ 0.00 0 0.0% 20.2% 0.0% 22.5%
2014 33 $ 16.69 715,961 77.0% 97.2% 75.6% 98.1%
2015 1 $ 28.07 9,743 1.0% 98.2% 1.7% 99.9%
Thereafter 4 $ 0.00 0 0.0% 98.2% 0.1% 100.0%
Vacant 0 NA 16,415 1.8% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on approximate square footage occupied by each tenant.
S-153
o THE LOAN. The Mortgage Loan (the "U.S. Bancorp Loan") is secured by a first
mortgage encumbering an office building located in Minneapolis, Minnesota.
The U.S. Bancorp Loan represents approximately 6.5% of the Cut-Off Date Pool
Balance. The U.S. Bancorp Loan was originated on May 5, 2005, and has a
principal balance as of the Cut-Off Date of $105,000,000. The U.S. Bancorp
Loan provides for interest-only payments for the entire loan term.
The U.S. Bancorp Loan has a remaining term of 119 months and matures on May
11, 2015. The U.S. Bancorp Loan may be prepaid on or after March 11, 2015,
and permits defeasance with United States government obligations beginning
two years after the Closing Date.
o THE BORROWER. The borrower is Wells REIT-800 Nicollett Avenue Owner, LLC, a
special purpose entity. Legal counsel to the borrower delivered a
non-consolidation opinion in connection with the origination of the U.S.
Bancorp Loan. The sponsor is Wells Real Estate Investment Trust, Inc.
("Wells REIT"), a public real estate investment trust based in Atlanta,
Georgia, which focuses on acquiring and operating high-grade commercial
office, industrial, government and education buildings under long-term
leases to high net worth companies, government agencies and institutions. As
of year end 2004, Wells REIT owned 112 properties totaling 25 million square
feet located in 26 states and the District of Columbia.
o THE PROPERTY. The Mortgaged Property is an approximately 929,694 square foot
office building situated on approximately 1.2 acres. The Mortgaged Property
was constructed in 2000, and is located in Minneapolis, Minnesota. As of
March 30, 2005, the occupancy rate for the Mortgaged Property securing the
U.S. Bancorp Loan was approximately 98.2%.
The largest tenant is U.S. Bancorp occupying approximately 715,961 square
feet, or approximately 77.0% of the net rentable area. U.S. Bancorp,
headquartered in the Mortgaged Property, is a financial holding company
which provides a comprehensive line of banking, brokerage, insurance,
investment, mortgage, trust and payment services products to consumers,
businesses, governments and institutions. Major lines of business provided
by U.S. Bancorp through U.S. Bank and other subsidiaries include wholesale
banking; payment services; private client, trust and asset management, and
consumer banking services. The U.S. Bancorp lease expires in May 2014. As of
May 16, 2005, U.S. Bancorp was rated "Aa2" (Moody's), "A+" (S&P) and "AA-"
(Fitch). The second largest tenant is Northern States Power occupying
approximately 55,363 square feet, or approximately 6.0% of the net rentable
area. Northern States Power's principal activity is the generation,
transmission and distribution of electricity. The Northern States Power
lease expires in June 2006. As of May 16, 2005, Northern States Power was
rated "Baa1" (Moody's), "BBB" (S&P) and "BBB" (Fitch). The third largest
tenant is Robert Half International Inc. ("Robert Half"), occupying
approximately 19,419 square feet, or approximately 2.1% of the net rentable
area. Robert Half provides specialized staffing and risk consulting services
through such divisions as Accountemps, Robert Half Finance and Accounting,
and OfficeTeam. The Robert Half lease expires in March 2010.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o MANAGEMENT. Wells Management Company, Inc., an affiliate of the sponsor, is
the property manager for the Mortgaged Property securing the U.S. Bancorp
Loan.
S-154
50 West 23rd Street
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $75,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 4.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Joseph Moinian
TYPE OF SECURITY Fee
MORTGAGE RATE 5.390%
MATURITY DATE November 11, 2010
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 66
ORIGINAL TERM / AMORTIZATION 66 / IO
REMAINING TERM / AMORTIZATION 65 / IO
LOCKBOX Yes
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $5,250
MASTER LEASE* $10,000,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $5,566
TI/LC $12,523
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $75,000,000
CUT-OFF DATE BALANCE/SF $225
CUT-OFF DATE LTV 79.8%
MATURITY DATE LTV 79.8%
UW DSCR ON NCF 1.28x
</TABLE>
* Serves as collateral for the Master Lease, and equals the annual rent due
under the Master Lease. Funds will be released as the master leased space
is leased to third party tenants, who are in occupancy and paying rent.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION New York, NY
PROPERTY TYPE Office -- CBD
SIZE (SF) 333,959
OCCUPANCY AS OF APRIL 19, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1923 / 1990
APPRAISED VALUE $94,000,000
PROPERTY MANAGEMENT Newmark & Company Real Estate, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $8,993,729
UW TOTAL EXPENSES $3,369,132
UW NET OPERATING INCOME (NOI) $5,624,597
UW NET CASH FLOW (NCF) $5,173,426
</TABLE>
S-155
<TABLE>
TENANT SUMMARY
NET % OF NET
RATINGS(1) RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ----------------------------------------- ------------------- ----------- ----------
JAM 23RD STREET LLC(2) ................. NR/NR/NR 69,782 20.9%
Board of Education of the City ......... NR/NR/NR 64,000 19.2
Vollmer Associates ..................... NR/NR/NR 50,443 15.1
Peter Kump SCA Enterprises ............. NR/NR/NR 43,473 13.0
Playmate Toys .......................... NR/NR/NR 21,230 6.4
Non-major tenants ...................... 85,031 25.5
Vacant ................................. 0 0.0
------ -----
TOTAL .................................. 333,959 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ----------------------------------------- ---------- ------------- ---------- -------------------
JAM 23RD STREET LLC(2) ................. $ 30.19 $ 2,106,900 24.6% May 2015
Board of Education of the City ......... $ 13.50 864,000 10.1 July 2010
Vollmer Associates ..................... $ 32.83 1,656,064 19.3 Multiple Spaces(3)
Peter Kump SCA Enterprises ............. $ 24.11 1,048,242 12.2 Multiple Spaces(4)
Playmate Toys .......................... $ 16.00 339,680 4.0 October 2006
Non-major tenants ...................... $ 30.19 2,567,021 29.9
Vacant ................................. 0 0.0
----------- -----
TOTAL .................................. $ 8,581,907 100.0%
=========== =====
</TABLE>
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(2) This tenant is a master lease guaranteed by the sponsor, Joseph Moinian.
The master lease consists of 58,600 square feet of office space, currently
occupied by Gibbs and Cox who will vacate in August 2005, as well as 11,182
square feet of ground floor retail and basement space.
(3) Under the terms of multiple leases, 6,326 square feet expire in June 2005
and 44,117 square feet expire in July 2017.
(4) Under the terms of multiple leases, 19,510 square feet expire in May 2010,
and 23,963 square feet expire in May 2014.
<TABLE>
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 4 $ 23.74 6,326 1.9% 1.9% 1.7% 1.7%
2006 2 $ 17.73 24,230 7.3% 9.1% 5.0% 6.8%
2007 2 $ 24.18 10,145 3.0% 12.2% 2.9% 9.6%
2008 1 $ 67.64 3,300 1.0% 13.2% 2.6% 12.2%
2009 2 $ 25.87 13,838 4.1% 17.3% 4.2% 16.4%
2010 4 $ 15.63 83,510 25.0% 42.3% 15.2% 31.6%
2011 0 $ 0.00 0 0.0% 42.3% 0.0% 31.6%
2012 1 $ 29.11 21,200 6.3% 48.7% 7.2% 38.8%
2013 0 $ 0.00 0 0.0% 48.7% 0.0% 38.8%
2014 6 $ 26.62 55,960 16.8% 65.4% 17.4% 56.1%
2015 3 $ 30.19 69,782 20.9% 86.3% 24.6% 80.7%
Thereafter 2 $ 36.28 45,668 13.7% 100.0% 19.3% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-156
o THE LOAN. The Mortgage Loan (the "50 West 23rd Street Loan") is secured by a
first mortgage encumbering an office building located in New York, New York.
The 50 West 23rd Street Loan represents approximately 4.6% of the Cut-Off
Date Pool Balance. The 50 West 23rd Street Loan was originated on May 9,
2005, and has a principal balance as of the Cut-Off Date of $75,000,000. The
50 West 23rd Street Loan provides for interest-only payments for the entire
loan term.
The 50 West 23rd Street Loan has a remaining term of 65 months and matures
on November 11, 2010. The 50 West 23rd Street Loan may be prepaid on or
after September 11, 2010, and permits defeasance with United States
government obligations beginning two years after the Closing Date.
o THE BORROWER. The borrower is Mantana LLC, a special purpose entity. Legal
counsel to the borrower delivered a non-consolidation opinion in connection
with the origination of the 50 West 23rd Street Loan. The sponsor is Joseph
Moinian, founder of The Moinian Group. Mr. Moinian has been actively
involved in New York City commercial real estate for over 15 years and
currently controls a portfolio of properties, which includes over 6 million
square feet of office space and approximately 1,200 apartment units.
o THE PROPERTY. The Mortgaged Property is an approximately 333,959 square foot
office building situated on approximately 0.6 acres. The Mortgaged Property
was constructed in 1923 and renovated in 1990. The Mortgaged Property is
located in New York, New York. As of April 19, 2005, the occupancy rate for
the Mortgaged Property securing the 50 West 23rd Street Loan was
approximately 100.0%.
The largest tenant is JAM 23rd Street LLC, under a master lease (the "Master
Lease"), occupying approximately 69,782 square feet, or approximately 20.9%
of the net rentable area. The Master Lease is guaranteed by Joseph Moinian
and encompasses the space currently occupied by Gibbs & Cox, who is vacating
the premises in August 2005. This space includes the 9th and 10th floors, as
well as approximately 11,182 square feet of ground floor retail and basement
level space. The Master Lease expires in May 2015; however, the Master Lease
obligation will be reduced dollar for dollar by any new lease entered into
at the Mortgaged Property in accordance with the criteria set forth in the
related Mortgage Loan documents. The second largest tenant is the Board of
Education of the City ("Board of Education"), occupying approximately 64,000
square feet, or approximately 19.2% of the net rentable area. The Board of
Education operates a high school on the 2nd and 3rd floors of the Mortgaged
Property. The Board of Education lease expires in July 2010. The third
largest tenant is Vollmer Associates ("Vollmer"), occupying approximately
50,443 square feet, or approximately 15.1% of the net rentable area. Vollmer
is a leading engineering and landscape architectural firm. The Vollmer
leases expire in June 2005 (approximately 6,326 square feet) and July 2017
(approximately 44,117 square feet).
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee designated lock box account.
o MANAGEMENT. Newmark & Company Real Estate, Inc. ("Newmark") is the property
manager for the Mortgaged Property securing the 50 West 23rd Street Loan.
Newmark is headquartered in Manhattan and provides comprehensive real
estate services to many of the world's largest corporations, property
owners, investors and developers. Newmark manages and/or leases
approximately 50 million square feet of commercial space nationally.
S-157
600 Community Drive
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $50,595,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Howard Michaels
TYPE OF SECURITY Fee
MORTGAGE RATE 5.64183%
MATURITY DATE June 11, 2015
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 120
ORIGINAL TERM / AMORTIZATION 120 / IO
REMAINING TERM / AMORTIZATION 120 / IO
LOCKBOX Yes
UP-FRONT RESERVES
ENGINEERING $1,250
ONGOING MONTHLY RESERVES
REPLACEMENT $7,373
ADDITIONAL FINANCING Mezzanine Debt $9,000,000
CUT-OFF DATE BALANCE $50,595,000
CUT-OFF DATE BALANCE/SF $200
CUT-OFF DATE LTV 70.3%
MATURITY DATE LTV 70.3%
UW DSCR ON NCF 1.55x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Manhasset, NY
PROPERTY TYPE Office - Suburban
SIZE (SF) 252,774
OCCUPANCY AS OF JANUARY 7, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1983 / NA
APPRAISED VALUE $72,000,000
PROPERTY MANAGEMENT JSD Property Manager LLC
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $7,771,361
UW TOTAL EXPENSES $3,011,155
UW NET OPERATING INCOME (NOI) $4,760,206
UW NET CASH FLOW (NCF) $4,420,905
</TABLE>
S-158
<TABLE>
TENANT SUMMARY
RATINGS NET % OF NET % OF DATE OF
MOODY'S/ RENTABLE RENTABLE ACTUAL ACTUAL LEASE
TENANT S&P/FITCH* AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ----------------------- -------------- ----------- ---------- ---------- ------------- ----------- -------------
CMP Media LLC ......... Baa2/BBB-/NR 252,774 100.0% $ 21.37 $ 5,402,356 100.0% October 2014
Vacant ................ 0 0.0 0 0.0
------- ----- ----------- -----
TOTAL ................. 252,774 100.0% $ 5,402,356 100.0%
======= ===== =========== =====
</TABLE>
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
# OF WA BASE CUMULATIVE CUMULATIVE
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF % OF ACTUAL % OF ACTUAL
YEAR ROLLING ROLLING ROLLING SF ROLLING ROLLING RENT ROLLING RENT ROLLING
- -------------- --------- ----------- ---------- ------------ ------------ -------------- -------------
2014 1 $ 21.37 252,774 100.0% 100.0% 100.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
S-159
o THE LOAN. The Mortgage Loan (the "600 Community Drive Loan") is secured by a
first mortgage encumbering an office building located in Manhasset, New
York. The 600 Community Drive Loan represents approximately 3.1% of the
Cut-Off Date Pool Balance. The 600 Community Drive Loan was originated on
June 3, 2005, and has a principal balance as of the Cut-Off Date of
$50,595,000. The 600 Community loan provides for interest-only payments for
the entire loan term.
The 600 Community Drive Loan has a remaining term of 120 months and matures
on June 11, 2015. The 600 Community Drive Loan may be prepaid on or after
April 11, 2015, and permits defeasance with United States government
obligations beginning two years after the Closing Date.
o THE BORROWER. The borrower is 600 Community LLC, a special purpose entity.
Legal counsel to the borrower delivered a non-consolidation opinion in
connection with the origination of the 600 Community Drive Loan. The sponsor
is Howard Michaels.
o THE PROPERTY. The Mortgaged Property is an approximately 252,774 square foot
office building situated on approximately 8.9 acres. The Mortgaged Property
was constructed in 1983 and is located in Manhasset, New York, within the
Nassau-Suffolk, New York metropolitan statistical area. As of January 7,
2005, the occupancy rate for the Mortgaged Property securing the 600
Community Drive Loan was 100.0%.
The sole tenant at the Mortgaged Property is CMP Media LLC, a subsidiary of
United Business Media plc ("UBM"). CMP Media LLC leases approximately
252,774 square feet, or 100% of the net rentable area, and has been in
occupancy since 1990. UBM is a market information company that provides
professional media and market information solutions to customers. It
operates in three business areas: professional media (through CMP Media
LLC), news distribution and market research. The CMP Media LLC lease expires
in October 2014.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee designated lock box account.
o MEZZANINE DEBT. There is an existing mezzanine loan in the amount of
$9,000,000. The mezzanine loan is not an asset of the Trust Fund and is
secured by a pledge of the equity interests in the borrower.
o MANAGEMENT. JSD Property Manager LLC is the property manager for the
Mortgaged Property securing the 600 Community Drive Loan.
S-160
The Galleria
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $50,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 3.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Joseph Moinian
TYPE OF SECURITY Fee
MORTGAGE RATE 5.410%
MATURITY DATE June 11, 2012
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 84 / IO
REMAINING TERM / AMORTIZATION 84 / IO
LOCKBOX Yes
UP-FRONT RESERVES
ENGINEERING $75,875
ONGOING MONTHLY RESERVES
REPLACEMENT $ 2,532
TI/LC $12,659
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $50,000,000
CUT-OFF DATE BALANCE/SF $329
CUT-OFF DATE LTV 79.4%
MATURITY DATE LTV 79.4%
UW DSCR ON NCF 1.21x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION New York, NY
PROPERTY TYPE Office - CBD
SIZE (SF) 151,911
OCCUPANCY AS OF FEBRUARY 23, 2005 99.8%
YEAR BUILT / YEAR RENOVATED 1974 / 1994
APPRAISED VALUE $63,000,000
PROPERTY MANAGEMENT Cushman and Wakefield
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $6,532,497
UW TOTAL EXPENSES $2,987,630
UW NET OPERATING INCOME (NOI) $3,544,867
UW NET CASH FLOW (NCF) $3,288,879
</TABLE>
S-161
<TABLE>
TENANT SUMMARY
NET % OF NET % OF DATE OF
RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- -------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- ---------------
Whitehall Dev. Corp. ........... NR/NR/NR 26,976 17.8% $20.39 $ 550,041 9.7% February 2016
Hair Club for Men Ltd. ......... NR/NR/NR 18,586 12.2 $42.96 798,387 14.1 September 2012
KickstartUSA ................... NR/NR/NR 16,979 11.2 $54.24 920,941 16.2 December 2012
Honors LLC ..................... NR/NR/NR 10,542 6.9 $28.00 295,176 5.2 January 2007
US Legal Support ............... NR/NR/NR 9,099 6.0 $40.00 363,960 6.4 May 2007
Non-major tenants .............. 69,429 45.7 $39.48 2,741,023 48.3
Vacant ......................... 300 0.2 0 0.0
------ ----- ----------- -----
TOTAL .......................... 151,911 100.0% $ 5,669,527 100.0%
======= ===== =========== =====
</TABLE>
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
# OF WA BASE CUMULATIVE %
LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* % OF SF ROLLING* RENT ROLLING* ROLLING*
- -------------- --------- ----------- ---------- ------------- ------------------ --------------- ---------------
2005 1 $28.50 8,481 5.6% 5.6% 4.3% 4.3%
2006 1 $29.00 1,655 1.1% 6.7% 0.8% 5.1%
2007 8 $34.81 28,488 18.8% 25.4% 17.5% 22.6%
2008 4 $41.12 11,207 7.4% 32.8% 8.1% 30.7%
2009 2 $50.01 3,473 2.3% 35.1% 3.1% 33.8%
2010 0 $ 0.00 0 0.0% 35.1% 0.0% 33.8%
2011 1 $50.00 1,569 1.0% 36.1% 1.4% 35.2%
2012 6 $45.07 44,733 29.4% 65.6% 35.6% 70.7%
2013 1 $35.57 2,731 1.8% 67.4% 1.7% 72.5%
2014 3 $45.28 15,831 10.4% 77.8% 12.6% 85.1%
2015 1 $51.00 2,410 1.6% 79.4% 2.2% 87.3%
Thereafter 3 $23.26 31,033 20.4% 99.8% 12.7% 100.0%
Vacant 0 NA 300 0.2% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-162
o THE LOAN. The Mortgage Loan ("The Galleria Loan") is secured by a first
mortgage encumbering an office building located in New York, New York. The
Galleria Loan represents approximately 3.1% of the Cut-Off Date Pool
Balance. The Galleria Loan will be originated on June 9, 2005, and will have
a principal balance as of the Cut-Off Date of $50,000,000. The Galleria Loan
provides for interest-only payments for the entire loan term.
The Galleria Loan has a remaining term of 84 months and matures on June 11,
2012. The Galleria Loan may be prepaid on or after April 11, 2012, and
permits defeasance with United States government obligations beginning two
years after the Closing Date.
o THE BORROWER. The borrower is Eldad Prime LLC, a special purpose entity.
Legal counsel to the borrower delivered a non-consolidation opinion in
connection with the origination of The Galleria Loan. The sponsor is Joseph
Moinian, founder of The Moinian Group. Mr. Moinian has been actively
involved in New York City commercial real estate for over 15 years and
currently controls a portfolio of properties, which includes over 6 million
square feet of office space and approximately 1,200 apartment units.
o THE PROPERTY. The Mortgaged Property is an approximately 151,911 square foot
office building situated on approximately 0.4 acres. The Mortgaged Property
was constructed in 1974 and renovated in 1994. The Mortgaged Property is
located in New York, New York. As of February 23, 2005, the occupancy rate
for the Mortgaged Property securing The Galleria Loan was approximately
99.8%.
The largest tenant is Whitehall Dev. Corp. ("Whitehall Developments"),
occupying approximately 26,976 square feet, or approximately 17.8% of the
net rentable area. Whitehall Developments operates a New York Health and
Racquet Club ("NYHRC") in the Mortgaged Property. NYHRC provides health and
fitness related services. The Whitehall Developments lease expires in
February 2016. The second largest tenant is Hair Club for Men, Ltd. ("Hair
Club"), occupying approximately 18,586 square feet, or approximately 12.2%
of the net rentable area. Hair Club is a leading provider of hair loss
solutions, including non-surgical hair replacement; hair transplantation;
and hair therapy programs that incorporate hair re-growth agents. The Hair
Club lease expires in September 2012. The third largest tenant is
KickstartUSA ("Kickstart"), occupying approximately 16,979 square feet, or
approximately 11.2% of the net rentable area. Kickstart is an executive
suites business co-owned by Mr. Moinian, the sponsor of the Mortgage Loan.
The Kickstart lease expires in December 2012.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a mortgagee designated lock box account.
o MANAGEMENT. Cushman and Wakefield is the property manager for the Mortgaged
Property securing The Galleria Loan. Cushman and Wakefield provides
comprehensive property management services to a wide portfolio of quality
office, industrial, and retail properties. Cushman and Wakefield manages
approximately 300 million square feet of commercial space nationally.
S-163
Weslayan Plaza
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $45,007,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.120%
MATURITY DATE June 11, 2011
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 72
ORIGINAL TERM / AMORTIZATION 72 / IO
REMAINING TERM / AMORTIZATION 72 / IO
LOCKBOX None
UP-FRONT RESERVES
ENGINEERING $164,824
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $45,007,000
CUT-OFF DATE BALANCE/SF $126
CUT-OFF DATE LTV 76.9%
MATURITY DATE LTV 76.9%
UW DSCR ON NCF 1.65x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Houston, TX
PROPERTY TYPE Retail - Anchored
SIZE (SF) 357,250
OCCUPANCY AS OF MARCH 31, 2005 95.3%
YEAR BUILT / YEAR RENOVATED 1969 / 2000
APPRAISED VALUE $58,500,000
PROPERTY MANAGEMENT Regency Realty Group, Inc.
UW ECONOMIC OCCUPANCY 93.9%
UW REVENUES $6,097,407
UW TOTAL EXPENSES $1,896,682
UW NET OPERATING INCOME (NOI) $4,200,724
UW NET CASH FLOW (NCF) $3,813,505
</TABLE>
S-164
<TABLE>
TENANT SUMMARY
NET % OF NET % OF DATE OF
RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------
Randalls ...................... Baa2/BBB/BBB 51,960 14.5% $ 7.31 $ 379,828 8.4% June 2008
Berings ....................... NR/NR/NR 29,484 8.3 $ 9.22 271,746 6.0 October 2008
Ross Stores Texas, LP ......... NR/BBB/NR 28,556 8.0 $ 13.25 378,367 8.4 January 2013
Michaels ...................... Ba1/BB+/NR 27,168 7.6 $ 9.50 258,096 5.7 February 2009
Linens N Things ............... NR/NR/NR 24,722 6.9 $ 11.50 284,303 6.3 January 2013
Non-major tenants ............. 178,572 50.0 $ 16.37 2,922,887 65.0
Vacant ........................ 16,788 4.7 0 0.0
------- ----- ---------- -----
TOTAL ......................... 357,250 100.0% $4,495,227 100.0%
======= ===== ========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
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 14 $ 19.91 40,822 11.4% 11.4% 18.1% 18.1%
2006 6 $ 14.08 36,368 10.2% 21.6% 11.4% 29.5%
2007 9 $ 15.69 41,784 11.7% 33.3% 14.6% 44.1%
2008 5 $ 7.78 93,976 26.3% 59.6% 16.3% 60.3%
2009 10 $ 14.62 55,879 15.6% 75.2% 18.2% 78.5%
2010 0 $ 0.00 0 0.0% 75.2% 0.0% 78.5%
2011 0 $ 0.00 0 0.0% 75.2% 0.0% 78.5%
2012 0 $ 0.00 0 0.0% 75.2% 0.0% 78.5%
2013 2 $ 12.44 53,278 14.9% 90.2% 14.7% 93.2%
2014 2 $ 17.34 4,620 1.3% 91.5% 1.8% 95.0%
2015 1 $ 23.00 2,185 0.6% 92.1% 1.1% 96.1%
Thereafter 1 $ 15.00 11,550 3.2% 95.3% 3.9% 100.0%
Vacant 0 NA 16,788 4.7% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-165
o THE LOAN. The Mortgage Loan (the "Weslayan Plaza Loan") is secured by a
first mortgage encumbering a retail center located in Houston, Texas. The
Weslayan Plaza Loan represents approximately 2.8% of the Cut-Off Date Pool
Balance. The Weslayan Plaza Loan was originated on June 1, 2005, and has a
principal balance as of the Cut-Off Date of $45,007,000. The Weslayan Plaza
Loan provides for interest-only payments for the entire loan term.
The Weslayan Plaza Loan has a remaining term of 72 months and matures on
June 11, 2011. The Weslayan Plaza Loan may be prepaid on or after March 11,
2011, and permits defeasance with United States government obligations or
prepayment with a yield maintenance charge beginning three years after the
Closing Date.
o THE BORROWER. The borrower is FW TX-Weslayan Plaza, L.P., a special purpose
entity. Legal counsel to the borrower delivered a non-consolidation opinion
in connection with the origination of the Weslayan Plaza Loan. The sponsors
of the borrower are Regency Centers Corporation and Macquarie Country Wide
Trust. Regency Centers Corporation is an owner, operator and developer of
grocery-anchored neighborhood and community shopping centers with a
portfolio of approximately 29.9 million square feet. Macquarie Country Wide
Trust is based in Australia and invests worldwide in grocery-anchored
shopping centers with approximately 75% of its portfolio in the United
States.
o THE PROPERTY. The Mortgaged Property is an approximately 357,250 square foot
anchored retail center situated on approximately 24.6 acres. The Mortgaged
Property was constructed in 1969 and was renovated in 2000. The Mortgaged
Property is located in Houston, Texas. As of March 31, 2005, the occupancy
rate for the Mortgaged Property securing the Weslayan Plaza Loan was
approximately 95.3%.
The largest tenant is Randalls, occupying approximately 51,960 square feet,
or approximately 14.5% of the net rentable area. Randalls, a subsidiary of
Safeway, Inc. ("Safeway"), is a food and drug retailer which offers food and
general merchandise, as well as various specialty departments, such as a
bakery, delicatessen, floral shop and pharmacy. The Randalls lease expires
in June 2008. As of May 25, 2005, Safeway was rated "Baa2" (Moody's), "BBB"
(S&P) and "BBB" (Fitch). The second largest tenant is Berings, occupying
approximately 29,484 square feet, or approximately 8.3% of the net rentable
area. Berings is a Houston-based specialty shop offering a mixture of
products, including hardware, gifts, items for the kitchen and the yard,
gourmet coffee and customized stationery. The Berings lease expires in
October 2008. The third largest tenant is Ross Stores Texas, LP ("Ross"),
occupying approximately 28,556 square feet, or approximately 8.0% of the net
rentable area. Ross operates a Ross Dress for Less store, which offers brand
name and designer merchandise at discount prices. The Ross lease expires in
January 2013. As of May 25, 2005, Ross was rated "BBB" (S&P).
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o MANAGEMENT. Regency Realty Group, Inc., an affiliate of one of the sponsors,
is the property manager for the Mortgaged Property securing the Weslayan
Plaza Loan.
S-166
Centennial Tower
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $45,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Scott Jackson, Scott Kagan and
Craig Bernstein
TYPE OF SECURITY Fee
MORTGAGE RATE 6.080%
MATURITY DATE June 11, 2010
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD None
ORIGINAL TERM / AMORTIZATION 60 / 360
REMAINING TERM / AMORTIZATION 60 / 360
LOCKBOX Yes
SHADOW RATING (S&P/FITCH)(*) BBB/BBB-
UP-FRONT RESERVES
TAX/INSURANCE Yes
ENGINEERING $265,625
TI/LC $2,000,000
OCCUPANCY LOC $1,000,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $14,895
TI/LC $26,705
ADDITIONAL FINANCING Non-Pooled Component $22,000,000
POOLED
TRUST WHOLE
MORTGAGE MORTGAGE
ASSET LOAN
----------- -----------
CUT-OFF DATE BALANCE $45,000,000 $67,000,000
CUT-OFF DATE BALANCE/SF $ 70 $ 105
CUT-OFF DATE LTV 59.8% 89.0%
MATURITY DATE LTV 56.0% 83.3%
UW DSCR ON NCF 1.71x 1.15x
</TABLE>
* S&P and Fitch have confirmed that the Centennial Tower Loan has, in the
context of its inclusion in the trust, credit characteristics consistent
with an investment grade obligation.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Atlanta, GA
PROPERTY TYPE Office - CBD
SIZE (SF) 638,363
OCCUPANCY AS OF MAY 17, 2005 73.2%
YEAR BUILT / YEAR RENOVATED 1973 / 1999
APPRAISED VALUE $75,300,000
PROPERTY MANAGEMENT Jackson Oats Shaw Corporate
Property Management LLC
UW ECONOMIC OCCUPANCY 74.2%
UW REVENUES $11,159,359
UW TOTAL EXPENSES $5,030,779
UW NET OPERATING INCOME (NOI) $6,128,580
UW NET CASH FLOW (NCF) $5,569,337
</TABLE>
S-167
<TABLE>
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
- -------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------
Turner Broadcasting System ..... Baa1/BBB+/BBB+ 91,150 14.3% $ 20.54 $ 1,871,895 19.1% August 2009
Interland, Inc. ................ NR/NR/NR 71,317 11.2 $ 17.77 1,266,954 13.0 July 2009
EZGOV.COM ...................... NR/NR/NR 37,600 5.9 $ 25.72 967,072 9.9 June 2006
Connecture ..................... NR/NR/NR 35,880 5.6 $ 19.57 702,172 7.2 November 2010
GSA Census Bureau .............. Aaa/AAA/AAA 23,431 3.7 $ 22.90 536,570 5.5 August 2007
Non-major tenants .............. 208,029 32.6 $ 21.31 4,432,973 45.3
Vacant .. ...................... 170,956 26.8 0 0.0
------- ----- ----------- -----
TOTAL .......................... 638,363 100.0% $ 9,777,635 100.0%
======= ===== =========== =====
</TABLE>
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
# OF WA BASE CUMULATIVE %
LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* % OF SF ROLLING* RENT ROLLING* ROLLING*
- -------------- --------- ----------- ---------- ------------- ------------------ --------------- ---------------
2005 6 $ 20.59 28,448 4.5% 4.5% 6.0% 6.0%
2006 4 $ 25.23 41,790 6.5% 11.0% 10.8% 16.8%
2007 4 $ 24.76 42,906 6.7% 17.7% 10.9% 27.6%
2008 4 $ 22.82 13,001 2.0% 19.8% 3.0% 30.7%
2009 16 $ 19.97 191,531 30.0% 49.8% 39.1% 69.8%
2010 7 $ 20.82 76,296 12.0% 61.7% 16.2% 86.0%
2011 2 $ 22.72 18,118 2.8% 64.6% 4.2% 90.3%
2012 1 $ 0.00 0 0.0% 64.6% 0.1% 90.4%
2013 0 $ 0.00 0 0.0% 64.6% 0.0% 90.4%
2014 2 $ 19.52 18,084 2.8% 67.4% 3.6% 94.0%
2015 0 $ 0.00 0 0.0% 67.4% 0.0% 94.0%
Thereafter 8 $ 15.73 37,233 5.8% 73.2% 6.0% 100.0%
Vacant 0 NA 170,956 26.8% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-168
o THE LOAN. The Mortgage Loan (the "Centennial Tower Loan") is secured by a
first deed to secure debt encumbering an office building located in
Atlanta, Georgia. The Centennial Tower Loan represents approximately 2.8%
of the Cut-Off Date Pool Balance. The Centennial Tower Loan was originated
on May 27, 2005. The Centennial Tower Loan is a portion of a whole loan
with an original principal balance of $67,000,000. The Centennial Tower
Loan is deemed to be split into three components (the "Centennial Tower
Pooled Component", the "Centennial Tower Senior Non-Pooled Component" and
the "Centennial Tower Junior Non-Pooled Component"), all of which will be
assets of the trust. The Centennial Tower Pooled Component has a component
principal balance as of the Cut-Off Date of $45,000,000. The component
principal balance of the Centennial Tower Senior Non-Pooled Component as of
the Cut-Off Date is $9,000,000 and the component principal balance of the
Centennial Tower Junior Non-Pooled Component as of the Cut-Off Date is
$13,000,000. See "DESCRIPTION OF THE MORTGAGE POOL -- General" in this
prospectus supplement.
The Centennial Tower Loan has a remaining term of 60 months and matures on
June 11, 2010. The Centennial Tower Loan may be prepaid on or after April
11, 2010, and permits defeasance with United States government obligations
beginning two years after the Closing Date.
o THE BORROWER. The borrowers are MHC Centennial, LLC, SK Centennial, LLC and
SJ Centennial, LLC, each a special purpose entity. Legal counsel to the
borrowers delivered a non-consolidation opinion in connection with the
origination of the Centennial Tower Loan. The sponsors are Craig Bernstein,
Scott Kagan and Scott Jackson. The Bernstein family recently sold a real
estate portfolio that had accumulated to approximately 1,500 multifamily
units and approximately 400,000 square feet of commercial space. Mr. Kagan
is an Atlanta-based commercial real estate professional, and Mr. Jackson is
the managing principal of Jackson Oats Shaw Corporate Real Estate, which is
based in Atlanta.
o THE PROPERTY. The Mortgaged Property is an approximately 638,363 square
foot office building situated on approximately 1.1 acres. The Mortgaged
Property was constructed in 1973 and renovated in 1999. The Mortgaged
Property is located in Atlanta, Georgia. As of May 17, 2005, the occupancy
rate for the Mortgaged Property securing the Centennial Tower Loan was
approximately 73.2%.
The largest tenant is Turner Broadcasting System, Inc. ("TBS"), occupying
approximately 91,150 square feet, or approximately 14.3% of the net
rentable area. TBS is a subsidiary of Time Warner, Inc. ("Time Warner"), a
leading global media and entertainment company with businesses including
filmed entertainment, interactive services, television networks, cable
systems and publishing. The TBS lease expires in August 2009. As of May 23,
2005, Time Warner was rated "Baa1" (Moody's), "BBB+" (S&P) and
"BBB+"(Fitch). The second largest tenant is Interland, Inc. ("Interland"),
occupying approximately 71,317 square feet, or approximately 11.2% of the
net rentable area. Interland is a provider of online solutions for small
and medium-sized enterprises which enable them to design, sustain and
modify a website to facilitate the acquisition, maintenance and servicing
of their customers. The Interland lease expires in July 2009. The third
largest tenant is EZGOV.com, occupying approximately 37,600 square feet, or
approximately 5.9% of the net rentable area. EZGOV.com provides a variety
of technology and professional services to government agencies, including
online systems for such functions as license renewal and tax filings. The
EZGOV.com lease expires in June 2006.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee designated lock box account.
o MANAGEMENT. Jackson Oats Shaw Corporate Property Management LLC, an
affiliate of one of the sponsors, is the property manager for the Mortgaged
Property securing the Centennial Tower Loan.
S-169
240 West 40th Street
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $42,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
Saul Tawill, Marilyn Sitt and Sharon
SPONSOR Sutton
TYPE OF SECURITY Fee
MORTGAGE RATE 5.520%
MATURITY DATE June 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 36
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 120 / 360
LOCKBOX Yes
UP-FRONT RESERVES
ENGINEERING $ 55,375
TI/LC* $4,000,000
ONGOING MONTHLY RESERVES
REPLACEMENT $ 2,707
ADDITIONAL FINANCING Subordinate Debt $3,000,000
WHOLE
TRUST ASSET MORTGAGE LOAN
-------------- ----------------
CUT-OFF DATE BALANCE $42,000,000 $45,000,000
CUT-OFF DATE BALANCE/SF $257 $276
CUT-OFF DATE LTV 73.7% 78.9%
MATURITY DATE LTV 65.9% 70.7%
UW DSCR ON NCF 1.33x 1.24x
</TABLE>
* If the TI/LC reserve balance falls below $2,000,000, a monthly TI/LC
reserve collection will commence.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION New York, NY
PROPERTY TYPE Office -- CBD
SIZE (SF) 163,115
OCCUPANCY AS OF APRIL 1, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1923 / 1992
APPRAISED VALUE $57,000,000
PROPERTY MANAGEMENT Sitt Asset Management
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $6,719,162
UW TOTAL EXPENSES $2,882,323
UW NET OPERATING INCOME (NOI) $3,836,839
UW NET CASH FLOW (NCF) $3,804,216
</TABLE>
S-170
<TABLE>
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
- -------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- ---------------
DKNY ........................... NR/BBB+/BBB 130,600 80.1% $ 25.70 $ 3,355,985 79.3% December 2008
Play Knits Incorporated ........ NR/NR/NR 11,800 7.2 $ 12.00 141,600 3.3 December 2010
Times Gourmet Deli ............. NR/NR/NR 10,427 6.4 $ 21.35 222,581 5.3 September 2014
Rosen and Chadick . ............ NR/NR/NR 10,288 6.3 $ 49.71 511,440 12.1 December 2005
Vacant ......................... 0 0.0 0 0.0
------- ----- ----------- -----
TOTAL .......................... 163,115 100.0% $ 4,231,605 100.0%
======= ===== =========== =====
</TABLE>
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------
# OF WA BASE CUMULATIVE %
LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* % OF SF ROLLING* RENT ROLLING* ROLLING*
- -------------- --------- ----------- ---------- ------------- ------------------ --------------- ---------------
2005 2 $ 49.71 10,288 6.3% 6.3% 12.1% 12.1%
2006 0 $ 0.00 0 0.0% 6.3% 0.0% 12.1%
2007 0 $ 0.00 0 0.0% 6.3% 0.0% 12.1%
2008 9 $ 25.70 130,600 80.1% 86.4% 79.3% 91.4%
2009 0 $ 0.00 0 0.0% 86.4% 0.0% 91.4%
2010 1 $ 12.00 11,800 7.2% 93.6% 3.3% 94.7%
2011 0 $ 0.00 0 0.0% 93.6% 0.0% 94.7%
2012 0 $ 0.00 0 0.0% 93.6% 0.0% 94.7%
2013 0 $ 0.00 0 0.0% 93.6% 0.0% 94.7%
2014 3 $ 21.35 10,427 6.4% 100.0% 5.3% 100.0%
2015 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
(1) Calculated based on the approximate square footage occupied by each tenant.
S-171
o THE LOAN. The Mortgage Loan (the "240 West 40th Street Loan") is secured by
a first mortgage encumbering an office building located in New York, New
York. The 240 West 40th Street Loan represents approximately 2.6% of the
Cut-Off Date Pool Balance. The 240 West 40th Street Loan was originated on
June 7, 2005, and has a principal balance as of the Cut-Off Date of
$42,000,000. The 240 West 40th Street Loan is a portion of a whole loan
with an original principal balance of $45,000,000. The subordinate loan
also secured by the Mortgaged Property securing the 240 West 40th Street
Loan is evidenced by a separate note dated June 7, 2005 (the "240 West 40th
Street Subordinate Loan"), and has an original principal balance of
$3,000,000. The 240 West 40th Street Subordinate Loan will not be an asset
of the trust. The 240 West 40th Street Loan and the 240 West 40th Street
Subordinate Loan will be governed by an intercreditor and servicing
agreement and will be serviced pursuant to the terms of the pooling and
servicing agreement as described in this prospectus supplement under
"DESCRIPTION OF THE MORTGAGE POOL -- Co-Lender Loans." The 240 West 40th
Street Loan provides for interest-only payments during the first 36 months
of its term, and thereafter, fixed monthly payments of principal and
interest.
The 240 West 40th Street Loan has a remaining term of 120 months and
matures on June 11, 2015. The 240 West 40th Street Loan may be prepaid on
or after April 11, 2015, and permits defeasance with United States
government obligations beginning two years after the Closing Date.
o THE BORROWER. The borrower is 240 West 40th LLC, a special purpose entity.
Legal counsel to the borrower delivered a non-consolidation opinion in
connection with the origination of the 240 West 40th Street Loan. The
sponsors are Marilyn Sitt and Sharon Sutton and Saul Tawill, members of the
Sitt Family, which owns and manages approximately 1.5 million square feet
of commercial space throughout the United States. The Sitt Family owns a
number of other buildings in the Garment District of New York City.
o THE PROPERTY. The Mortgaged Property is an approximately 163,115 square
foot office building situated on approximately 0.3 acres. The Mortgaged
Property was constructed in 1923 and renovated in 1992. The Mortgaged
Property is located in New York, New York. As of April 1, 2005, the
occupancy rate for the Mortgaged Property securing the 240 West 40th Street
Loan was approximately 100.0%.
The largest tenant is Donna Karen New York ("DKNY"), a subsidiary of LVMH
Moet Hennesy Louis Vuitton ("LVMH"), occupying approximately 130,600 square
feet, or approximately 80.1% of the net rentable area. DKNY is
headquartered at the Mortgaged Property. As of June 1, 2005, LVMH was rated
"BBB+" (S&P) and "BBB" (Fitch). The DKNY lease expires in December 2008.
The second largest tenant is Play Knits Incorporated, occupying
approximately 11,800 square feet, or approximately 7.2% of the net rentable
area. The Play Knits Incorporated lease expires in December 2010. The third
largest tenant is Times Gourmet Deli, occupying approximately 10,427 square
feet, or approximately 6.4% of the net rentable area. The Times Gourmet
Deli lease expires in September 2014.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee designated lock box account.
o MANAGEMENT. Sitt Asset Management, an affiliate of the sponsor, is the
property manager for the Mortgaged Property securing the 240 West 40th
Street Loan.
S-172
The Suffolk Building
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $42,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Carr Capital Corporation and JPM
I&G Domestic REIT, Inc.
TYPE OF SECURITY Fee
MORTGAGE RATE 5.100%
MATURITY DATE May 4, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 119 / 360
LOCKBOX Yes
ONGOING MONTHLY RESERVES
REPLACEMENT Springing
TI/LC(1) Springing
ADDITIONAL FINANCING(2) None
CUT-OFF DATE BALANCE $42,000,000
CUT-OFF DATE BALANCE/SF $163
CUT-OFF DATE LTV 60.9%
MATURITY DATE LTV 58.2%
UW DSCR ON NCF 1.51x
</TABLE>
(1) Borrower will be required to fully fund a reserve for tenant improvements
and leasing commissions in the amount of $2,750,000 no later than June 4,
2009. Such reserve may be established in the form of (i) a cash flow
sweep beginning April 4, 2008, or (ii) a letter of credit in the amount
of $2,750,000 satisfactory to Lender posted no later than October 2005.
(2) Future mezzanine debt permitted.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Falls Church, VA
PROPERTY TYPE Office -- Suburban
SIZE (SF) 257,425
OCCUPANCY AS OF APRIL 5, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1964 / 2003
APPRAISED VALUE $69,000,000
PROPERTY MANAGEMENT Trammell Crow Services, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $6,590,549
UW TOTAL EXPENSES $2,000,637
UW NET OPERATING INCOME (NOI) $4,589,912
UW NET CASH FLOW (NCF) $4,136,879
</TABLE>
S-173
<TABLE>
TENANT SUMMARY
NET % OF NET
RATINGS* RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- --------------------------------------- ------------------- ----------- ----------
US General Services Administration .... Aaa/AAA/AAA 144,551 56.2%
TKC Communications LLC. ............... NR/NR/NR 112,874 43.8
Vacant .. ............................. 0 0.0
------- -----
TOTAL ................................. 257,425 100.0%
======= =====
% OF DATE OF
ACTUAL ACTUAL LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- --------------------------------------- ---------- ------------- ---------- --------------
US General Services Administration .... $ 22.12 $3,197,468 51.2% December 2013
TKC Communications LLC. ............... $ 27.00 3,047,598 48.8 June 2009
Vacant .. ............................. 0 0.0
---------- -----
TOTAL ................................. $6,245,066 100.0%
========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
CUMULATIVE
WA BASE % OF TOTAL CUMULATIVE % OF ACTUAL % OF ACTUAL
# OF LEASES RENT/SF TOTAL SF SF % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING ROLLING* ROLLING* 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 1 $ 27.00 112,874 43.8% 43.8% 48.8% 48.8%
2010 0 $ 0.00 0 0.0% 43.8% 0.0% 48.8%
2011 0 $ 0.00 0 0.0% 43.8% 0.0% 48.8%
2012 0 $ 0.00 0 0.0% 43.8% 0.0% 48.8%
2013 1 $ 22.12 144,551 56.2% 100.0% 51.2% 100.0%
2014 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
2015 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-174
o THE LOAN. The Mortgage Loan (the "Suffolk Building Loan") is secured by a
first mortgage encumbering an office building located in Falls Church,
Virginia. The Suffolk Building Loan represents approximately 2.6% of the
Cut-Off Date Pool Balance. The Suffolk Building Loan was originated on May
4, 2005, and has a principal balance as of the Cut-Off Date of $42,000,000.
The Suffolk Building Loan provides for interest-only payments for the first
84 months of its term, and thereafter, fixed monthly payments of principal
and interest.
The Suffolk Building Loan has a remaining term of 119 months and matures on
May 4, 2015. The Suffolk Building Loan may be prepaid on or after February
4, 2015, and permits either (i) defeasance with United States government
obligations or (ii) prepayment with the payment of a yield maintenance
charge beginning two years after the Closing Date.
o THE BORROWER. The borrower is Suffolk Building, LLC, a special purpose
entity. Legal counsel to the borrower delivered a non-consolidation opinion
in connection with the origination of the Suffolk Building Loan. The
sponsors are JPM I&G Domestic REIT, Inc. and Carr Capital Corporation. Carr
Capital Corporation is a real estate finance and investment corporation
headquartered in Washington, DC. Carr Capital Corporation partnered with
J.P. Morgan Asset Management to acquire the Mortgaged Property.
o THE PROPERTY. The Mortgaged Property is an approximately 257,425 square
foot office building situated on approximately 6.2 acres. The Mortgaged
Property was constructed in 1964 and renovated in 2003. The Mortgaged
Property is located in Falls Church, Virginia, within the
Washington-Baltimore, DC-MD-VA metropolitan statistical area. As of April
5, 2005, the occupancy rate for the Mortgaged Property securing the Suffolk
Building Loan was approximately 100.0%.
The largest tenant is US General Services Administration ("GSA"), occupying
approximately 144,551 square feet, or approximately 56.2% of the net
rentable area. The GSA secures the buildings, products, services,
technology and other workplace essentials for federal agencies. The GSA
lease expires in December 2013. As of May 25, 2005, the United States
government was rated "Aaa" (Moody's), "AAA" (S&P) and "AAA" (Fitch). The
other tenant is TKC Communications LLC, occupying approximately 112,874
square feet, or approximately 43.8% of the net rentable area. TKC
Communications LLC provides information technology and telecommunication
services to federal and private corporations. The TKC Communications LLC
lease expires in June 2009.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are deposited into a mortgagee designated lockbox account.
o MANAGEMENT. Trammell Crow Services, Inc. is the property manager for the
Mortgaged Property securing the Suffolk Building Loan.
S-175
Corbin Corners
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $37,100,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.3%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.160%
MATURITY DATE June 11, 2012
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 84 / IO
REMAINING TERM / AMORTIZATION 84 / IO
LOCKBOX None
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $37,100,000
CUT-OFF DATE BALANCE/SF $209
CUT-OFF DATE LTV 75.7%
MATURITY DATE LTV 75.7%
UW DSCR ON NCF 1.55x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION West Hartford, CT
PROPERTY TYPE Retail - Anchored
SIZE (SF) 177,207
OCCUPANCY AS OF MARCH 31, 2005 94.8%
YEAR BUILT / YEAR RENOVATED 1962 / 1989
APPRAISED VALUE $49,000,000
PROPERTY MANAGEMENT First Washington Realty, Inc.
UW ECONOMIC OCCUPANCY 93.0%
UW REVENUES $4,653,173
UW TOTAL EXPENSES $1,523,595
UW NET OPERATING INCOME (NOI) $3,129,578
UW NET CASH FLOW (NCF) $2,966,633
</TABLE>
S-176
<TABLE>
TENANT SUMMARY
- --------------------------------------------------------------------------------------------------------------------------
NET % OF NET % OF DATE OF
RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- ---------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------
Toys R Us .................. Ba2/BB/BB 36,950 20.9% $ 2.17 $ 80,182 2.3% January 2007
Best Buy ................... NR/BBB/BBB 31,443 17.7 $ 21.20 666,624 19.4 January 2017
Old Navy ................... Baa3/BBB-/BBB- 17,535 9.9 $ 22.81 399,973 11.7 MTM
Office Depot, Inc. ......... NR/BBB-/NR 15,598 8.8 $ 26.97 420,678 12.3 January 2017
Trader Joe's ............... NR/NR/NR 10,150 5.7 $ 24.00 243,600 7.1 February 2015
Non-major tenants .......... 56,278 31.8 $ 28.74 1,617,358 47.2
Vacant ..................... 9,253 5.2 0 0.0
------ ----- ---------- -----
TOTAL ...................... 177,207 100.0% $3,428,414 100.0%
======= ===== ========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
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 5 $24.86 24,326 13.7% 13.7% 17.6% 17.6%
2006 0 $ 0.00 0 0.0% 13.7% 0.0% 17.6%
2007 6 $12.97 57,680 32.5% 46.3% 21.8% 39.5%
2008 3 $27.32 9,700 5.5% 51.8% 7.7% 47.2%
2009 0 $ 0.00 0 0.0% 51.8% 0.0% 47.2%
2010 1 $24.00 7,500 4.2% 56.0% 5.3% 52.4%
2011 0 $ 0.00 0 0.0% 56.0% 0.0% 52.4%
2012 2 $25.93 11,557 6.5% 62.5% 8.7% 61.2%
2013 0 $ 0.00 0 0.0% 62.5% 0.0% 61.2%
2014 0 $ 0.00 0 0.0% 62.5% 0.0% 61.2%
2015 1 $24.00 10,150 5.7% 68.2% 7.1% 68.3%
Thereafter 4 $23.11 47,041 26.5% 94.8% 31.7% 100.0%
Vacant 0 NA 9,253 5.2% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant
S-177
Glen Park Apartments
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $33,000,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.0%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Stanley R. Fimberg
TYPE OF SECURITY Fee
MORTGAGE RATE 5.670%
MATURITY DATE May 11, 2010
AMORTIZATION TYPE 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 $254,219
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $9,667
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $33,000,000
CUT-OFF DATE BALANCE/UNIT $71,121
CUT-OFF DATE LTV 78.2%
MATURITY DATE LTV 78.2%
UW DSCR ON NCF 1.48x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Federal Way, WA
PROPERTY TYPE Multifamily -- Conventional
SIZE (UNITS) 464
OCCUPANCY AS OF MARCH 30, 2005 97.8%
YEAR BUILT / YEAR RENOVATED 1989 / NA
APPRAISED VALUE $42,200,000
PROPERTY MANAGEMENT Taylor Land Two Company
UW ECONOMIC OCCUPANCY 90.3%
UW REVENUES $4,808,442
UW TOTAL EXPENSES $1,930,269
UW NET OPERATING INCOME (NOI) $2,878,173
UW NET CASH FLOW (NCF) $2,762,173
</TABLE>
S-178
<TABLE>
UNIT MIX
- -------------------------------------------------------------------------------------------------
APPROXIMATE
NO. OF UNIT SIZE APPROXIMATE % OF
UNIT MIX UNITS (SF) NRA (SF) NRA MARKET RENT
- --------------------- -------- ------------ ------------- ---------- ------------------
1 BR/1 BA ........... 118 820 96,754 19.0% $ 695
2 BR/1.5 BA ......... 50 1,063 53,150 10.4 $ 808
2 BR/2 BA ........... 174 1,089 189,460 37.2 $ 849
2 BR/2.5 BA ......... 28 1,319 36,932 7.3 $ 982
3 BR/2.5 BA ......... 74 1,382 102,278 20.1 $ 1,114
3 BR/3 BA ........... 20 1,538 30,760 6.0 $ 1,196
--- ------- -----
TOTAL ............... 464 1,098 509,334 100.0% $ 870/$0.79/SF
=== ======= =====
</TABLE>
S-179
Five Points Shopping Center
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $32,054,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.0%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.120%
MATURITY DATE June 11, 2011
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 72
ORIGINAL TERM / AMORTIZATION 72 / IO
REMAINING TERM / AMORTIZATION 72 / IO
LOCKBOX None
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $32,054,000
CUT-OFF DATE BALANCE/SF $222
CUT-OFF DATE LTV 73.9%
MATURITY DATE LTV 73.9%
UW DSCR ON NCF 1.54x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Santa Barbara, CA
PROPERTY TYPE Retail - Anchored
SIZE (SF) 144,553
OCCUPANCY AS OF MARCH 31, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1960 / NA
APPRAISED VALUE $43,400,000
PROPERTY MANAGEMENT Regency Realty Group, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $3,766,966
UW TOTAL EXPENSES $1,111,260
UW NET OPERATING INCOME (NOI) $2,655,706
UW NET CASH FLOW (NCF) $2,532,270
</TABLE>
S-180
<TABLE>
TENANT SUMMARY
- -------------------------------------------------------------------------------------------------------------------------------
NET % OF NET % OF DATE OF
RATINGS* RENTABLE RENTABLE ACTUAL ACTUAL LEASE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
- --------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------
Albertson's ..................... Baa2/BBB/BBB 35,305 24.4% $ 8.00 $ 282,440 9.8% May 2019
Ross Dress for Less ............. NR/BBB/NR 33,253 23.0 $ 17.16 570,621 19.7 January 2009
Longs Drug Store ................ NR/NR/NR 18,700 12.9 $ 17.00 317,900 11.0 February 2014
Big Five Sporting Goods ......... NR/NR/NR 10,000 6.9 $ 13.50 135,000 4.7 January 2007
Petco ........................... NR/BB/NR 9,947 6.9 $ 33.00 328,251 11.3 January 2013
Non-major tenants ............... 37,348 25.8 $ 33.72 1,259,406 43.5
Vacant .......................... 0 0.0 0 0.0
------ ----- ---------- -----
TOTAL ........................... 144,553 100.0% $2,893,618 100.0%
======= ===== ========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
CUMULATIVE
WA BASE CUMULATIVE % OF % OF ACTUAL
# OF LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF ACTUAL RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* ROLLING* ROLLING* ROLLING*
- -------------- ------------- --------- ---------- ------------- ------------ ------------- ------------
2005 1 $ 0.00 4,000 2.8% 2.8% 0.0% 0.0%
2006 4 $44.85 4,900 3.4% 6.2% 7.6% 7.6%
2007 5 $26.14 18,947 13.1% 19.3% 17.1% 24.7%
2008 2 $27.15 2,753 1.9% 21.2% 2.6% 27.3%
2009 4 $19.36 38,053 26.3% 47.5% 25.5% 52.8%
2010 1 $36.00 4,008 2.8% 50.3% 5.0% 57.7%
2011 0 $ 0.00 0 0.0% 50.3% 0.0% 57.7%
2012 0 $ 0.00 0 0.0% 50.3% 0.0% 57.7%
2013 2 $32.35 12,677 8.8% 59.0% 14.2% 71.9%
2014 3 $22.18 23,910 16.5% 75.6% 18.3% 90.2%
2015 0 $ 0.00 0 0.0% 75.6% 0.0% 90.2%
Thereafter 1 $ 8.00 35,305 24.4% 100.0% 9.8% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-181
Point Loma Plaza
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $31,850,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 2.0%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.120%
MATURITY DATE June 11, 2011
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 72
ORIGINAL TERM / AMORTIZATION 72 / IO
REMAINING TERM / AMORTIZATION 72 / IO
LOCKBOX None
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $31,850,000
CUT-OFF DATE BALANCE/SF $149
CUT-OFF DATE LTV 67.8%
MATURITY DATE LTV 67.8%
UW DSCR ON NCF 1.50x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION San Diego, CA
PROPERTY TYPE Retail - Anchored
SIZE (SF) 213,105
OCCUPANCY AS OF MARCH 31, 2005 88.1%
YEAR BUILT / YEAR RENOVATED 1987 / NA
APPRAISED VALUE $47,000,000
PROPERTY MANAGEMENT Regency Realty Group, Inc.
UW ECONOMIC OCCUPANCY 88.0%
UW REVENUES $4,041,170
UW TOTAL EXPENSES $1,344,128
UW NET OPERATING INCOME (NOI) $2,697,042
UW NET CASH FLOW (NCF) $2,442,075
</TABLE>
S-182
<TABLE>
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
- ---------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------
Vons ............................. Baa2/BBB/BBB 50,000 23.5% $ 10.50 $ 525,000 17.7% December 2008
Sport Chalet ..................... NR/NR/NR 34,588 16.2 $ 11.52 398,454 13.5 November 2007
24 Hour Nautilus Fitness ......... NR/NR/NR 29,438 13.8 $ 16.23 477,779 16.1 May 2014
Joann Stores Inc. ................ NR/NR/NR 14,950 7.0 $ 8.06 120,497 4.1 January 2010
Washington Mutual ................ A3/A-/A 6,380 3.0 $ 30.83 196,695 6.6 October 2007
Non-major tenants ................ 52,412 24.6 $ 23.69 1,241,522 41.9
Vacant ........................... 25,337 11.9 0 0.0
------ ----- ----------- -----
TOTAL ............................ 213,105 100.0% $2,959,947 100.0%
======= ===== =========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
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 8 $18.60 13,860 6.5% 6.5% 8.7% 8.7%
2006 7 $21.92 8,618 4.0% 10.5% 6.4% 15.1%
2007 8 $16.19 48,663 22.8% 33.4% 26.6% 41.7%
2008 8 $12.79 56,451 26.5% 59.9% 24.4% 66.1%
2009 6 $25.83 13,573 6.4% 66.2% 11.8% 78.0%
2010 2 $ 9.09 16,470 7.7% 74.0% 5.1% 83.0%
2011 0 $ 0.00 0 0.0% 74.0% 0.0% 83.0%
2012 0 $ 0.00 0 0.0% 74.0% 0.0% 83.0%
2013 0 $ 0.00 0 0.0% 74.0% 0.0% 83.0%
2014 2 $16.69 30,133 14.1% 88.1% 17.0% 100.0%
2015 0 $ 0.00 0 0.0% 88.1% 0.0% 100.0%
Thereafter 0 $ 0.00 0 0.0% 88.1% 0.0% 100.0%
Vacant 0 NA 25,337 11.9% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each
tenant.
S-183
Plaza Volente
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $28,680,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Kite Realty Group, L.P.
TYPE OF SECURITY Fee
MORTGAGE RATE 5.420%
MATURITY DATE June 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 48
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 120 / 360
LOCKBOX None
UP-FRONT RESERVES
TAX/INSURANCE Yes
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $28,680,000
CUT-OFF DATE BALANCE/SF $179
CUT-OFF DATE LTV 80.0%
MATURITY DATE LTV 72.9%
UW DSCR ON NCF 1.20x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Austin, TX
PROPERTY TYPE Retail -- Anchored
SIZE (SF) 160,533
OCCUPANCY AS OF MAY 12, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 2004 / NA
APPRAISED VALUE $35,850,000
PROPERTY MANAGEMENT KRG Management, LLC
UW ECONOMIC OCCUPANCY 97.7%
UW REVENUES $3,387,421
UW TOTAL EXPENSES $1,011,718
UW NET OPERATING INCOME (NOI) $2,375,704
UW NET CASH FLOW (NCF) $2,316,860
</TABLE>
S-184
<TABLE>
TENANT SUMMARY
NET % OF NET
RATINGS(1) RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- -------------------------------------- ------------------- ----------- ----------
H-E-B Grocery Store .................. NR/NR/NR 105,000 65.4%
Trammell Crow Master Lease(2) ........ NR/NR/NR 9,992 6.2
Hollywood Video ...................... NR/B+/NR 5,800 3.6
Chase Bank Ground Lease .............. Aa3/A+/A+ 4,225 2.6
Washington Mutual .................... A3/A-/A 3,950 2.5
Non-major tenants .................... 31,566 19.7
Vacant ............................... 0 0.0
------- -----
TOTAL ................................ 160,533 100.0%
======= =====
% OF DATE OF
ACTUAL ACTUAL LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- -------------------------------------- ---------- ------------- ---------- ---------------
H-E-B Grocery Store .................. $11.00 $ 1,155,000 45.3% September 2024
Trammell Crow Master Lease(2) ........ $24.00 239,808 9.4 December 2009
Hollywood Video ...................... $26.00 150,800 5.9 September 2014
Chase Bank Ground Lease .............. $23.67 100,000 3.9 September 2024
Washington Mutual .................... $28.00 110,600 4.3 September 2011
Non-major tenants .................... $25.08 791,668 31.1
Vacant ............................... 0 0.0
----------- -----
TOTAL ................................ $ 2,547,876 100.0%
=========== =====
</TABLE>
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(2) Trammell Crow (the original developer of the Mortgaged Property) has a
master lease in place for a 5-year term at $24/SF. The master lease is
cancellable upon all the space being occupied by a third party tenant.
Currently 1,586 square feet of the Master Lease square footage is under
lease to a tenant, "Hey Baby", who is scheduled to open for business and
commence payment of rent on June 29, 2005 at a rate of $24/SF for the first
2 years of the lease, increasing to $25.50/SF in year 3.
<TABLE>
LEASE EXPIRATION SCHEDULE
WA BASE CUMULATIVE %
# OF LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* OF SF 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 12 $24.37 25,311 15.8% 15.8% 24.2% 24.2%
2010 0 $ 0.00 0 0.0% 15.8% 0.0% 24.2%
2011 2 $27.87 5,325 3.3% 19.1% 5.8% 30.0%
2012 0 $ 0.00 0 0.0% 19.1% 0.0% 30.0%
2013 0 $ 0.00 0 0.0% 19.1% 0.0% 30.0%
2014 8 $25.52 20,672 12.9% 32.0% 20.7% 50.7%
2015 0 $ 0.00 0 0.0% 32.0% 0.0% 50.7%
Thereafter 2 $11.49 109,225 68.0% 100.0% 49.3% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each
tenant.
S-185
O'Fallon Walk
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $25,988,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6%
NUMBER OF MORTGAGE LOANS(1) 1
LOAN PURPOSE Refinance
SPONSOR Gary A. Pachucki
TYPE OF SECURITY Fee
MORTGAGE RATE 5.530%
MATURITY DATE June 11, 2015
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD 36
ORIGINAL TERM / AMORTIZATION 120 / 360
REMAINING TERM / AMORTIZATION 120 / 360
LOCKBOX None
UP-FRONT RESERVES
DEBT SERVICE(2) $ 371,125
OCCUPANCY(3) $1,000,000
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $ 1,315
ADDITIONAL FINANCING(4) None
CUT-OFF DATE BALANCE $25,988,000
CUT-OFF DATE
BALANCE/SF $165
CUT-OFF DATE LTV 78.5%
MATURITY DATE LTV 70.3%
UW DSCR ON NCF 1.20x
</TABLE>
(1) The Mortgage Loan is cross-collateralized and cross-defaulted with two
other Mortgage Loans in the trust fund. Valparaiso Walk and Valley Walk.
The cross collateralization mechanism is in place until each of the
Mortgaged Properties achieves a 1.20x DSCR and a 95% economic occupancy
from tenants in-place and paying rent.
(2) Equal to the first three months of debt service payments.
(3) Escrow will be released when the Mortgaged Property, as well as the
Valparaiso Walk Mortgaged Property and the Valley Walk Mortgage Property
each achieve a 1.20x DSCR and a 95% economic occupancy from tenants
in-place and paying rent.
(4) Future mezzanine debt permitted.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION O'Fallon, MO
PROPERTY TYPE Retail -- Anchored
SIZE (SF) 157,779
OCCUPANCY AS OF MAY 20, 2005 96.1%
YEAR BUILT / YEAR RENOVATED 2005 / NA
APPRAISED VALUE $33,100,000
PROPERTY MANAGEMENT IBT Management
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $2,818,194
UW TOTAL EXPENSES $596,730
UW NET OPERATING INCOME (NOI) $2,221,465
UW NET CASH FLOW (NCF) $2,133,066
</TABLE>
S-186
<TABLE>
TENANT SUMMARY
- --------------------------------------------------------------------------------
NET % OF NET
RATINGS* RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ------------------------------------- ------------------- ----------- ----------
Goodmans, Inc. ...................... NR/NR/NR 60,964 38.6%
Linens 'N Things .................... NR/NR/NR 28,305 17.9
Old Navy, LLC ....................... Baa3/BBB-/BBB- 18,825 11.9
Factory Card Outlet of America, Ltd. NR/NR/NR 11,725 7.4
Shoe Carnival ....................... NR/NR/NR 8,240 5.2
Non-major tenants ................... 23,560 14.9
Vacant .............................. 6,160 3.9
------ -----
TOTAL ............................... 157,779 100.0%
======= =====
ACTUAL % OF DATE OF
RENT ACTUAL LEASE
TENANT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------- ----------- ------------- ---------- -------------
Goodmans, Inc. ...................... $ 12.75 $ 777,291 34.3% April 2015
Linens 'N Things .................... $ 12.50 353,813 15.6 January 2016
Old Navy, LLC ....................... $ 14.00 263,550 11.6 March 2010
Factory Card Outlet of America, Ltd. $ 15.50 181,738 8.0 June 2015
Shoe Carnival ....................... $ 17.00 140,080 6.2 July 2015
Non-major tenants ................... $ 23.46 552,713 24.4
Vacant .............................. 0 0.0
---------- -----
TOTAL ............................... $2,269,184 100.0%
========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
% OF CUMULATIVE
WA BASE % OF TOTAL CUMULATIVE ACTUAL % OF ACTUAL
# OF LEASES RENT/SF TOTAL SF SF % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING ROLLING* ROLLING* 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 6 $17.86 29,385 18.6% 18.6% 23.1% 23.1%
2011 1 $20.50 6,600 4.2% 22.8% 6.0% 29.1%
2012 0 $ 0.00 0 0.0% 22.8% 0.0% 29.1%
2013 0 $ 0.00 0 0.0% 22.8% 0.0% 29.1%
2014 0 $ 0.00 0 0.0% 22.8% 0.0% 29.1%
2015 4 $13.98 83,329 52.8% 75.6% 51.3% 80.4%
Thereafter 2 $13.74 32,305 20.5% 96.1% 19.6% 100.0%
Vacant 0 NA 6,160 3.9% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each
tenant.
S-187
Cloppers Mill Village Center
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $25,743,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation
and Macquarie Country Wide
Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.160%
MATURITY DATE June 11, 2012
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 84 / IO
REMAINING TERM / AMORTIZATION 84 / IO
LOCKBOX None
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $25,743,000
CUT-OFF DATE BALANCE/SF $188
CUT-OFF DATE LTV 74.6%
MATURITY DATE LTV 74.6%
UW DSCR ON NCF 1.53x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Germantown, MD
PROPERTY TYPE Retail -- Anchored
SIZE (SF) 137,035
OCCUPANCY AS OF MARCH 31, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1995 / NA
APPRAISED VALUE $34,500,000
PROPERTY MANAGEMENT First Washington Realty Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $2,889,207
UW TOTAL EXPENSES $747,678
UW NET OPERATING INCOME (NOI) $2,141,529
UW NET CASH FLOW (NCF) $2,033,686
</TABLE>
S-188
<TABLE>
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
- --------------------------------- ------------------- ----------- ---------- ---------- ------------- ---------- --------------
Shoppers Food Warehouse ......... Baa3/BBB/BBB 70,057 51.1% $11.13 $ 779,734 33.6% November 2015
CVS ............................. A3/A-/A- 9,720 7.1 $14.50 140,940 6.1 January 2006
Paper Warehouse ................. NR/NR/NR 8,625 6.3 $16.96 146,280 6.3 October 2012
Hollywood Video ................. NR/B+/NR 8,000 5.8 $23.00 184,000 7.9 November 2005
Glory Days Grill ................ NR/NR/NR 5,561 4.1 $16.10 89,532 3.9 April 2009
Non-major tenants ............... 35,072 25.6 $27.99 981,584 42.3
Vacant .......................... 0 0.0 0 0.0
------- ----- ---------- -----
TOTAL ........................... 137,035 100.0% $2,322,071 100.0%
======= ===== ========== =====
</TABLE>
* Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
WA BASE CUMULATIVE %
# OF LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % % OF ACTUAL OF ACTUAL
YEAR ROLLING ROLLING ROLLING SF ROLLING* OF SF ROLLING* RENT ROLLING* RENT ROLLING*
- -------------- ------------- ----------- ---------- ------------- ---------------- --------------- --------------
2005 4 $25.15 16,339 11.9% 11.9% 17.7% 17.7%
2006 6 $20.12 17,727 12.9% 24.9% 15.4% 33.1%
2007 1 $23.34 2,250 1.6% 26.5% 2.3% 35.3%
2008 1 $20.50 2,500 1.8% 28.3% 2.2% 37.5%
2009 3 $20.80 9,746 7.1% 35.4% 8.7% 46.3%
2010 0 $ 0.00 0 0.0% 35.4% 0.0% 46.3%
2011 1 $26.23 1,875 1.4% 36.8% 2.1% 48.4%
2012 3 $19.47 11,250 8.2% 45.0% 9.4% 57.8%
2013 0 $ 0.00 0 0.0% 45.0% 0.0% 57.8%
2014 1 $47.70 2,411 1.8% 46.8% 5.0% 62.8%
2015 2 $11.86 72,937 53.2% 100.0% 37.2% 100.0%
Thereafter 0 $ 0.00 0 0.0% 100.0% 0.0% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-189
Courtyard Marriott -- Miami Beach, FL
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $23,500,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.5%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Nicholas E. Economos
TYPE OF SECURITY Fee
MORTGAGE RATE 6.730%
MATURITY DATE June 11, 2012
AMORTIZATION TYPE Balloon
INTEREST ONLY PERIOD None
ORIGINAL TERM / AMORTIZATION 84 / 300
REMAINING TERM / AMORTIZATION 84 / 300
LOCKBOX Springing
SHADOW RATING (S&P/FITCH)* BBB+/BBB-
UP-FRONT RESERVES
TAX/INSURANCE Yes
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes
REPLACEMENT $ 11,048
ADDITIONAL FINANCING Subordinate Debt $10,500,000
WHOLE MORTGAGE
TRUST ASSET LOAN
-------------- -----------
CUT-OFF DATE BALANCE $23,500,000 $34,000,000
CUT-OFF DATE BALANCE/ROOM $89,69 $129,771
CUT-OFF DATE LTV 50.3% 72.8%
MATURITY DATE LTV 43.8% 63.4%
UW DSCR ON NCF 2.20x 1.52x
</TABLE>
* S&P and Fitch have confirmed that the Courtyard Marriott - Miami Beach,
FL Loan has, in the context of its inclusion in the trust, credit
characteristics consistent with an investment grade obligation.
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Miami Beach, FL
PROPERTY TYPE Hospitality -- Full Service
SIZE (ROOMS) 262
OCCUPANCY AS OF APRIL 1, 2005 68.0%
YEAR BUILT / YEAR RENOVATED 1940 / 2004
APPRAISED VALUE $46,700,000
PROPERTY MANAGEMENT Economos Properties
UW ECONOMIC OCCUPANCY 76.5%
UW REVENUES $12,034,723
UW TOTAL EXPENSES $7,389,967
UW NET OPERATING INCOME (NOI) $4,644,756
UW NET CASH FLOW (NCF) $4,283,714
</TABLE>
S-190
<TABLE>
COURTYARD MARRIOTT MIAMI BEACH
TYPES OF ROOMS NO ROOMS
- ----------------------------------------------
Double/Double ............... 80
Kings ....................... 172
Suites ...................... 10
-----
TOTAL ....................... 262
=====
- ----------------------------------------------
MEETING ROOMS SQUARE FEET
- ----------------------------------------------
2,200
-----
TOTAL ....................... 2,200
=====
- ----------------------------------------------
FOOD AND BEVERAGE SEATING
- ----------------------------------------------
TOTAL ....................... NAV
</TABLE>
FINANCIAL SCHEDULE
Year ........................ 2004 - 2005
Latest Period ............... T6-3/31/05
Occupancy ................... 68.0%
ADR ......................... $153.1
REVPAR ...................... $104.1
UW Occupancy ................ 76.5%
UW ADR ...................... $149.00
UW REVPAR ................... $113.98
S-191
Rancho San Diego Village
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $21,560,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.3%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.160%
MATURITY DATE June 11, 2012
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 84
ORIGINAL TERM / AMORTIZATION 84 / IO
REMAINING TERM / AMORTIZATION 84 / IO
LOCKBOX None
UP-FRONT RESERVES
ENGINEERING $35,781
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $21,560,000
CUT-OFF DATE BALANCE/SF $141
CUT-OFF DATE LTV 70.0%
MATURITY DATE LTV 70.0%
UW DSCR ON NCF 1.52x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION La Mesa, CA
PROPERTY TYPE Retail - Anchored
SIZE (SF) 152,895
OCCUPANCY AS OF MARCH 31, 2005 96.7%
YEAR BUILT / YEAR RENOVATED 1981 / NA
APPRAISED VALUE $30,800,000
PROPERTY MANAGEMENT Regency Realty Group, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $2,749,234
UW TOTAL EXPENSES $902,723
UW NET OPERATING INCOME (NOI) $1,846,511
UW NET CASH FLOW (NCF) $1,689,787
</TABLE>
S-192
<TABLE>
TENANT SUMMARY
- ------------------------------------------------------------------------------
NET % OF NET
RATINGS* RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ----------------------------------- ------------------- ----------- ----------
Vons .............................. Baa2/BBB/BBB 39,777 26.0%
24 Hr Fitness ..................... NR/B/NR 25,000 16.4
Blockbuster Video ................. NR/BB-/NR 7,556 4.9
Tuesday Morning ................... NR/NR/NR 6,028 3.9
California Bank and Trust ......... A3/BBB/A- 4,946 3.2
Non-major tenants ................. 64,516 42.2
Vacant ............................ 5,072 3.3
------ -----
TOTAL ............................. 152,895 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ----------------------------------- ---------- ------------- ---------- ---------------
Vons .............................. $ 5.13 $ 204,056 10.4% October 2005
24 Hr Fitness ..................... $16.04 401,000 20.4 November 2022
Blockbuster Video ................. $18.63 140,768 7.2 July 2007
Tuesday Morning ................... $12.11 72,999 3.7 January 2006
California Bank and Trust ......... $11.12 55,000 2.8 September 2010
Non-major tenants ................. $16.94 1,092,819 55.6
Vacant ............................ 0 0.0
---------- -----
TOTAL ............................. $1,966,642 100.0%
========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------------------
# OF WA BASE CUMULATIVE %
LEASES RENT/SF TOTAL SF % OF TOTAL CUMULATIVE % OF ACTUAL OF ACTUAL RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING* % OF SF ROLLING* RENT ROLLING* ROLLING*
- -------------- --------- --------- ---------- ------------- ------------------ --------------- ---------------
2005 9 $ 7.76 51,463 33.7% 33.7% 20.3% 20.3%
2006 5 $15.51 10,835 7.1% 40.7% 8.5% 28.8%
2007 7 $18.99 14,149 9.3% 50.0% 13.7% 42.5%
2008 7 $15.92 14,832 9.7% 59.7% 12.0% 54.5%
2009 7 $14.99 16,440 10.8% 70.5% 12.5% 67.0%
2010 2 $13.60 6,526 4.3% 74.7% 4.5% 71.6%
2011 1 $18.60 3,872 2.5% 77.3% 3.7% 75.2%
2012 0 $ 0.00 0 0.0% 77.3% 0.0% 75.2%
2013 0 $ 0.00 0 0.0% 77.3% 0.0% 75.2%
2014 3 $18.34 4,706 3.1% 80.3% 4.4% 79.6%
2015 0 $ 0.00 0 0.0% 80.3% 0.0% 79.6%
Thereafter 1 $16.04 25,000 16.4% 96.7% 20.4% 100.0%
Vacant 0 NA 5,072 3.3% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-193
Fox Mill Shopping Center
<TABLE>
LOAN INFORMATION
MORTGAGE LOAN SELLER Wachovia
CUT-OFF DATE BALANCE $21,430,000
PERCENTAGE OF CUT-OFF DATE POOL BALANCE 1.3%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Regency Centers Corporation and
Macquarie Country Wide Trust
TYPE OF SECURITY Fee
MORTGAGE RATE 5.120%
MATURITY DATE June 11, 2011
AMORTIZATION TYPE Interest Only
INTEREST ONLY PERIOD 72
ORIGINAL TERM / AMORTIZATION 72 / IO
REMAINING TERM / AMORTIZATION 72 / IO
LOCKBOX None
UP-FRONT RESERVES
ENGINEERING $13,125
ONGOING MONTHLY RESERVES
REPLACEMENT $ 3,614
ADDITIONAL FINANCING None
CUT-OFF DATE BALANCE $21,430,000
CUT-OFF DATE BALANCE/SF $208
CUT-OFF DATE LTV 75.2%
MATURITY DATE LTV 75.2%
UW DSCR ON NCF 1.56x
</TABLE>
<TABLE>
PROPERTY INFORMATION
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Herndon, VA
PROPERTY TYPE Retail - Anchored
SIZE (SF) 103,269
OCCUPANCY AS OF MARCH 31, 2005 100.0%
YEAR BUILT / YEAR RENOVATED 1978 / NA
APPRAISED VALUE $28,500,000
PROPERTY MANAGEMENT First Washington Realty, Inc.
UW ECONOMIC OCCUPANCY 95.0%
UW REVENUES $2,307,020
UW TOTAL EXPENSES $474,401
UW NET OPERATING INCOME (NOI) $1,832,619
UW NET CASH FLOW (NCF) $1,717,072
</TABLE>
S-194
<TABLE>
TENANT SUMMARY
- -------------------------------------------------------------------------------
NET % OF NET
RATINGS* RENTABLE RENTABLE
TENANT MOODY'S/S&P/FITCH AREA (SF) AREA
- ------------------------------------ ------------------- ----------- ----------
Giant Food ......................... Ba2/BB/BB 49,837 48.3%
Blockbuster Video .................. NR/BB-/NR 4,522 4.4
Glory Days Grill ................... NR/NR/NR 4,500 4.4
Lucia's Italian Ristorante ......... NR/NR/NR 3,422 3.3
Hunan East Restaurant .............. NR/NR/NR 3,000 2.9
Non-major tenants .................. 37,988 36.8
Vacant ............................. 0 0.0
------ -----
TOTAL .............................. 103,269 100.0%
======= =====
% OF
ACTUAL ACTUAL DATE OF LEASE
TENANT RENT PSF ACTUAL RENT RENT EXPIRATION
- ------------------------------------ ---------- ------------- ---------- --------------
Giant Food ......................... $ 6.64 $ 330,918 18.7% February 2018
Blockbuster Video .................. $28.52 128,967 7.3 November 2006
Glory Days Grill ................... $19.71 88,695 5.0 April 2010
Lucia's Italian Ristorante ......... $23.62 80,828 4.6 August 2012
Hunan East Restaurant .............. $26.77 80,310 4.5 February 2012
Non-major tenants .................. $27.89 1,059,338 59.9
Vacant ............................. 0 0.0
---------- -----
TOTAL .............................. $1,769,056 100.0%
========== =====
</TABLE>
* Certain ratings are those of the parent whether or not the parent
guarantees the lease.
<TABLE>
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 4 $28.43 10,004 9.7% 9.7% 16.1% 16.1%
2007 3 $26.04 5,950 5.8% 15.4% 8.8% 24.8%
2008 7 $27.72 15,078 14.6% 30.0% 23.6% 48.5%
2009 1 $25.31 2,500 2.4% 32.5% 3.6% 52.0%
2010 4 $25.22 10,000 9.7% 42.2% 14.3% 66.3%
2011 0 $ 0.00 0 0.0% 42.2% 0.0% 66.3%
2012 3 $25.76 7,900 7.6% 49.8% 11.5% 77.8%
2013 1 $30.90 2,000 1.9% 51.7% 3.5% 81.3%
2014 0 $ 0.00 0 0.0% 51.7% 0.0% 81.3%
2015 0 $ 0.00 0 0.0% 51.7% 0.0% 81.3%
Thereafter 1 $ 6.64 49,837 48.3% 100.0% 18.7% 100.0%
Vacant 0 NA 0 0.0% 100.0% 0.0% 100.0%
</TABLE>
* Calculated based on the approximate square footage occupied by each tenant.
S-195
THE MORTGAGE LOAN SELLER
The Depositor will acquire the Mortgage Loans from the Mortgage Loan
Seller on or prior to the Closing Date pursuant to a mortgage loan purchase
agreement (the "Mortgage Loan Purchase Agreement"). The Mortgage Loan Seller
originated the Mortgage Loans as described above under "--Mortgage Loan
History."
All of the Mortgage Loans (the "Mortgage Loans") were originated by
Wachovia Bank, National Association ("Wachovia"). Wachovia is a national
banking association whose principal offices are located in Charlotte, North
Carolina. Wachovia's business is subject to examination and regulation by
federal banking authorities and its primary federal bank regulatory authority
is the Office of the Comptroller of the Currency. Wachovia is a wholly-owned
subsidiary of Wachovia Corporation. As of March 31, 2005, Wachovia had total
assets of approximately $455 billion. Wachovia is acting as the Master Servicer
and is also the Swap Counterparty. Wachovia Capital Markets, LLC is acting as
an Underwriter for this transaction and is an affiliate of Wachovia.
All information concerning the Mortgage Loans contained in or used in the
preparation of this prospectus supplement is as underwritten by Wachovia.
UNDERWRITING STANDARDS
General. The 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. The Mortgage Loan Seller's commercial real estate
finance or commercial mortgage banking operation is staffed by real estate
professionals. The 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 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, the 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. The 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. The 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 Mortgage Loan Seller or a third-party consultant for
compliance with program standards. Generally, the results of these reviews are
incorporated into the underwriting report. In some instances, one or more
provisions of the guidelines were waived or modified by the Mortgage Loan
Seller where it was determined not to adversely affect the Mortgage Loans
originated by it in any material respect.
Loan Approval. Prior to commitment, all Mortgage Loans must be approved by
the Mortgage Loan Seller's credit committee in accordance with its credit
policies.
Debt Service Coverage Ratio and LTV Ratio. The 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, the 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
S-196
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 the Mortgage Loan Seller may vary from these guidelines.
Escrow Requirements. Generally, the 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 the 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. The Mortgage Loan Seller may waive this escrow requirement
under certain circumstances.
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. The 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 the 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 by the 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 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
S-197
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 Mortgage Loan Seller; (x)
an original assignment in favor of the Trustee of any financing statement
executed and filed in favor of the Mortgage Loan Seller in the relevant
jurisdiction; (xi) the original or copy of any ground lease, memorandum of
ground 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 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
the 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 (including with respect to the Centennial Tower
Loan, the Centennial Tower Non-Pooled Components) , (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) other than with
respect to the Centennial Tower Loan and the AmericasMart Loan, substitute a
Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the Master
Servicer for deposit into the Certificate Account a shortfall amount equal to
the difference between the Purchase Price of the deleted Mortgage Loan
calculated as of the date of substitution and the Stated Principal Balance of
such Qualified Substitute Mortgage Loan as of the date of substitution (the
"Substitution Shortfall Amount"); provided that, unless the breach would cause
the Mortgage Loan not to be a qualified mortgage within the meaning of Section
860G(a)(3) of the Code, the 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
S-198
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 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. The Mortgage Loan Seller is solely responsible for its repurchase or
substitution obligation, and such obligations will not be the responsibility of
the Depositor.
The Pooling and Servicing Agreement requires the Trustee promptly to cause
each of the assignments described in clauses (iv), (v) and (x) of the third
preceding paragraph to be submitted for recording or filing, as applicable, in
the appropriate public records. See "DESCRIPTION OF THE POOLING AND SERVICING
AGREEMENTS--Assignment of Mortgage Assets; Repurchases" in the prospectus.
A "Qualified Substitute Mortgage Loan" is a mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due
during or prior to the month of substitution, not in excess of the Stated
Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate
not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the
same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same
basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year
consisting of twelve 30-day months); (v) have a remaining term to stated
maturity not greater than, and not more than two years less than, the remaining
term to stated maturity of the deleted Mortgage Loan; (vi) have an original
loan-to-value ratio not higher than that of the deleted Mortgage Loan and a
current loan-to-value ratio not higher than 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 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
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 any of the REMICs other than a tax on
income expressly permitted or contemplated to be received by the terms of the
Pooling and Servicing Agreement; and (xvi) become a part of the same Loan Group
as the deleted 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 Mortgage Loan Seller will be
required to certify that such Mortgage Loan meets all of the requirements of
the above definition and shall send such certification to the Trustee.
Notwithstanding the foregoing, no substitutions will be permitted for the
AmericasMart Loan included in the Trust Fund.
S-199
REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS
In the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has
represented and warranted with respect to each Mortgage Loan (subject to
certain exceptions specified in the 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 Mortgage Loan Purchase Agreement (which contains certain of the
information set forth in Annex A-1 to this prospectus supplement) was true
and correct in all material respects as of the Cut-Off Date;
(ii) as of the date of its origination, such Mortgage Loan complied in
all material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination of such Mortgage
Loan;
(iii) immediately prior to the sale, transfer and assignment to the
Depositor, the 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 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 Mortgage Loan Seller to the Trustee constitutes the
legal, valid and binding first priority assignment from the 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
S-200
which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the mortgagor's ability to
pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (d)
other matters to which like properties are commonly subject, none of which,
individually or in the aggregate, materially and adversely interferes with
the current use of the Mortgaged Property or the security intended to be
provided by such Mortgage or with the mortgagor's ability to pay its
obligations under the Mortgage Loan when they become due or materially and
adversely affects the value of the Mortgaged Property, (e) the right of
tenants (whether under ground leases, space leases or operating leases) at
the Mortgaged Property to remain following a foreclosure or similar
proceeding (provided that such tenants are performing under such leases)
and (f) if such Mortgage Loan is cross-collateralized with any other
Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, none
of which, individually or in the aggregate, materially and adversely
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the mortgagor's ability to
pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property;
(ix) all real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to
the Cut-Off Date have become delinquent in respect of the related Mortgaged
Property have been paid, or an escrow of funds in an amount sufficient to
cover such payments has been established;
(x) as of the 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;
(xii) one or more environmental site assessments or updates thereof were
performed by an environmental consulting firm independent of the Mortgage
Loan Seller and the 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 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); and
(xiii) an appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan; and such appraisal
satisfied either (A) the requirements of the "Uniform Standards of
Professional Appraisal Practice" as adopted by the Appraisal Standards
Board of the Appraisal Professional Appraisal Practice" as adopted by the
Appraisal Standards Board of the Appraisal Foundation, or (B) the
guidelines in Title XI of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, in either case as in effect on the date such
Mortgage Loan was originated.
In the case of a breach of any of the representations and warranties in
the 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 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 Mortgage Loan Purchase Agreement (the
relevant rights under which have been assigned by the
S-201
Depositor to the Trustee) to either substitute a Qualified Substitute Mortgage
Loan and pay any Substitution Shortfall Amount (other than with respect to the
Centennial Tower Loan and the AmericasMart Loan, for which no substitution is
permitted) 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 Mortgage Loan Seller generally has an
additional 90-day period to cure such breach if it is diligently proceeding
with such cure. The 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 the Mortgage Loan Seller's representations and warranties regarding
the Mortgage Loans. There can be no assurance that the Mortgage Loan Seller
will have the financial resources to repurchase any Mortgage Loan at any
particular time. The Mortgage Loan Seller is the sole warranting party in
respect of the Mortgage Loans sold by the 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 the
Mortgage Loan Seller) will be obligated to substitute or repurchase any such
affected Mortgage Loan in connection with a breach of the Mortgage Loan
Seller's representations and warranties if the Mortgage Loan Seller defaults on
its obligation to do so.
REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS
If (i) any Mortgage Loan is required to be repurchased or substituted for
in the manner described above in "--Assignment of the Mortgage Loans;
Repurchases and Substitutions" or "--Representations and Warranties;
Repurchases and Substitutions", (ii) such Mortgage Loan is cross-collateralized
and cross-defaulted with one or more other Mortgage Loans (each a "Crossed
Loan" and, collectively, a "Crossed Group"), and (iii) the applicable document
omission or defect (a "Defect") or breach of a representation and warranty (a
"Breach") does not constitute a Defect or Breach, as the case may be, as to
each other Crossed Loan in such Crossed Group (without regard to this
paragraph), then the applicable Defect or Breach, as the case may be, will be
deemed to constitute a Defect or Breach, as the case may be, as to any other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the
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 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 Mortgage
Loan Seller and the Depositor have agreed in the Mortgage Loan Purchase
Agreement to forbear from enforcing any remedies against the other's Primary
Collateral (as defined below), but each is permitted to exercise remedies
against the Primary Collateral securing its respective affected Crossed Loans,
including, with respect to the Trustee, the Primary Collateral securing
Mortgage Loans still held by the Trustee, so long as such exercise does not
materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Loans held by such
party, then both parties have agreed in the Mortgage
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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 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 four business days after the initial
issuance of the Offered Certificates.
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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 benefit
of the holders 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 Seller 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 the 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 thereof 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
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Controlling Class Representative (and, in certain circumstances, the holder of
a Subordinate Companion Loan), and the Special Servicer rather than the Master
Servicer will perform the servicing duties described in the prospectus with
respect to Specially Serviced Mortgage Loans and the 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, Specially
Serviced Mortgage Loans and the REO Properties). Although the Master Servicer
will be authorized to employ agents, including sub-servicers, to directly
service the Mortgage Loans for which it will be responsible, the Master
Servicer will remain liable for its servicing obligations under the Pooling and
Servicing Agreement.
Wachovia Bank, National Association is a wholly owned subsidiary of
Wachovia Corporation, is our affiliate, the Mortgage Loan Seller, an affiliate
of one of the Underwriters and the Swap Counterparty. Wachovia Bank, National
Association or one of its affiliates is the holder of the AmericasMart
Companion Loan, the 240 West 40th Street Companion Loan and the Courtyard
Marriott-Miami Beach, FL Companion Loan. In addition, Wachovia Bank, National
Association is an affiliate of Wachovia Development Corporation, the
controlling equity owner of the borrower with respect to 14 mortgage loans
(loan numbers 56, 66, 67, 69, 71, 72, 74, 76, 78, 80, 82, 84, 89 and 90),
representing 3.2% of the mortgage pool (3.5% of loan group 1). The Master
Servicer's principal servicing offices are located at NC 1075, 8739 Research
Drive URP4, Charlotte, North Carolina 28262.
As of March 31, 2005, Wachovia Bank, National Association and its
affiliates were responsible for master or primary servicing approximately
15,825 commercial and multifamily loans, totaling approximately $146 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 the 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.
Clarion Partners, LLC, a New York limited liability company ("Clarion")
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 Clarion are located at 230 Park Avenue,
12th Floor, New York, New York 10169 and its telephone number is (212)
883-2500. As of March 31, 2005, Clarion is projected to be actively servicing,
as special servicer, 7 commercial and multifamily loans and REO properties with
a principal balance of approximately $140.6 million and named as special
servicer on 14 commercial mortgage-backed securitization transactions totalling
approximately $14.5 billion in aggregate outstanding principal amount
representing approximately 1,622 assets.
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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 Clarion and neither the Depositor nor any Underwriter makes any
representation or warranty as to the accuracy or completeness of such
information.
With respect to the Mortgage Loans (other than the Centennial Tower Loan
and the Courtyard Marriott--Miami Beach, FL 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 the Courtyard Marriott--Miami Beach, FL Loan, the
right to replace the Special Servicer solely with respect to the Courtyard
Marriott--Miami Beach, FL Loan. The Controlling Class Representative with
respect to the Mortgage Loans (other than the Centennial Tower Loan) is
selected by holders of Certificates representing more than 50% of the
Certificate Balance of the Controlling Class. The Controlling Class
Representative with respect to the Centennial Tower Loan is appointed first by
the holder of a majority of the Class CT-2 Certificates until the Component
Principal Balance of the Centennial Tower Junior Non-Pooled Component minus the
portion of any Appraisal Reduction Amount allocable to the Centennial Tower
Junior Non-Pooled Component is less than 25% of its original Component
Principal Balance, and then second by the holder of a majority of the Class
CT-1 Certificates until the Component Principal Balance of the Centennial Tower
Senior Non-Pooled Component minus the portion of any Appraisal Reduction Amount
allocable to the Centennial Tower Senior Non-Pooled Component is less than 25%
of its original Component Principal Balance, and then by the holders of
Certificates representing more than 50% of the Certificate Balance of the
Controlling Class; provided that the Controlling Class Representative with
respect to the Centennial Tower Loan may not be the related borrower or an
affiliate of the related borrower. 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 60th day following such default, 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 unless, with respect to
any Co-Lender Loan, the related holder of the Companion Loan effects a cure in
accordance with the related Intercreditor Agreement; (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
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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 related 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,
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 a related Subordinate
Companion Loan 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 Co-Lender 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,
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constitute "Specially Serviced Trust Fund Assets". The Master Servicer has no
responsibility for the Special Servicer's performance of its duties under the
Pooling and Servicing Agreement.
A Mortgage Loan or Companion Loan will cease to be a Specially Serviced
Mortgage Loan (and will become a "Corrected Mortgage Loan" as to which the
Master Servicer will re-assume servicing responsibilities):
(a) with respect to the circumstances described in clause (a) of the
definition of Servicing Transfer Event, when the related borrower has made
three consecutive full and timely Periodic Payments under the terms of
such Mortgage Loan 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 equal to 0.04%. 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. In addition,
with respect to the Centennial Tower Loan, all references in this section to
Mortgage Loans include the Centennial Tower Non-Pooled Components.
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
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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
0.04% per annum) received by the Master Servicer during such Collection Period
on such Mortgage Loan and (b) investment income earned by the Master Servicer
on the related principal prepayment during the most recently ended Collection
Period, and (ii) the amount of the related Prepayment Interest Shortfall;
provided, however, to the extent any such Prepayment Interest Shortfall is the
result of the Master Servicer's failure to enforce the applicable Mortgage Loan
documents, the amount in clause (a) shall include the entire Master Servicing
Fee on the applicable Mortgage Loan for such Collection Period. Compensating
Interest Payments will not cover shortfalls in Mortgage Loan interest accruals
that result from any liquidation of a defaulted Mortgage Loan, or of any REO
Property acquired in respect thereof, that occurs during a Collection Period
prior to the related Due Date therein or involuntary prepayments.
The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities is the Special Servicing Fee (together with
the Master Servicing Fee, the "Servicing Fees") and, under the circumstances
described in this prospectus supplement, Liquidation Fees and Workout Fees. The
"Special Servicing Fee" is calculated on the basis of a 360-day year consisting
of twelve 30-day months, accrues at a rate (the "Special Servicing Fee Rate")
equal to 0.25% per annum and is computed on the basis of the same principal
amount respecting which any related interest payment due on such Specially
Serviced Mortgage Loan or REO Mortgage Loan, as the case may be. However,
earned Special Servicing Fees are payable out of general collections on the
Mortgage Loans then on deposit in the Certificate Account. The Special
Servicing Fee with respect to any Specially Serviced Mortgage Loan (or REO
Mortgage Loan), will cease to accrue if such loan (or the related REO Property)
is liquidated or if such loan becomes a Corrected Mortgage Loan. The Special
Servicer is entitled to a "Liquidation Fee" with respect to each Specially
Serviced Trust Fund Asset, which Liquidation Fee generally will be in an amount
equal to 1.00% of all amounts received in respect of such Mortgage Loan or the
related REO Property, as applicable, payable by withdrawal from such amounts on
deposit in the Certificate Account. However, no Liquidation Fee will be payable
in connection with, or out of, insurance proceeds or liquidation proceeds
resulting from the purchase of any Specially Serviced Trust Fund Asset (i) by
the 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 or Companion 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 and other application fees, late
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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 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
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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 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
Controlling Class approval for up to two one year 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 any
REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC at
any time the Certificates are outstanding. In no event, however, is the Special
Servicer permitted to (i) extend the maturity date of a Mortgage Loan beyond a
date that is two years prior to the Rated Final Distribution Date, (ii) reduce
the Mortgage Rate of a Mortgage Loan to less than the lesser of (a) the
original Mortgage Rate of such Mortgage Loan, (b) the highest Pass-Through Rate
of any Class of Certificates (other than any Class X-C or Class X-P
Certificates) then outstanding, or (c) a rate below 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
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Custodian (with a copy to the Master Servicer), for deposit in the related
Mortgage File, an original counterpart of the agreement related to such
modification, waiver or amendment, promptly (and in any event within ten
business days) following the execution thereof. Copies of each agreement
whereby any such modification, waiver or amendment of any term of any Specially
Serviced Mortgage Loan is effected are required to be available for review
during normal business hours at the offices of the Special Servicer. See
"DESCRIPTION OF THE CERTIFICATES--Reports to Certificateholders; Available
Information" in this prospectus supplement.
For any Mortgage Loan other than a Specially Serviced Mortgage Loan and
subject to the rights of the Special Servicer, the Master Servicer is
responsible for any request by a borrower for the consent to modify, waive or
amend certain terms as specified in the Pooling and Servicing Agreement,
including, without limitation, (i) approving certain leasing activity, (ii)
approving certain substitute property managers, (iii) approving certain waivers
regarding the timing or need to audit certain financial statements, (iv)
approving certain modifications in connection with a defeasance permitted by
the terms of the applicable mortgage loan documents and (v) approving certain
consents with respect to right-of-ways and easements and consents to
subordination of the related Mortgage Loan to such easements or right-of-ways.
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);
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(ix) any termination of, or modification of, any applicable franchise
agreements related to a Mortgage Loan secured by a hotel;
(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. Clarion Capital LLC, which is an affiliate of the Special Servicer, will
be the initial Controlling Class Representative with respect to each Mortgage
Loan.
Notwithstanding the foregoing, the holders of the Courtyard
Marriott--Miami Beach, FL 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 Courtyard Marriott--Miami Beach, FL 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 Courtyard Marriott--Miami Beach, FL Companion Loan will be
entitled to such rights. These rights include that (i) the Special Servicer
and/or the Master Servicer will be required to consult with the holder of such
Courtyard Marriott--Miami Beach, FL Companion Loan or its designee (A) in
connection with any adoption or implementation of a business plan (including
without limitation, any operating expense budget or capital expense budget)
submitted by the related borrower with respect to the Mortgaged Property, (B)
in connection with the execution or renewal of any lease (if a lender approval
is provided for in the applicable Mortgage Loan documents), (C) in connection
with the release of any escrow held in conjunction with the Loan to the
Borrower not expressly required by the terms of the Mortgage Loan documents or
under applicable law, (D) in connection with alterations on the Property if
approval by the lender is required by the Mortgage Loan documents, (E) in
connection with material change in any ancillary Mortgage Loan documents, (F)
in connection with the waiver of any notice provisions related to prepayment,
(G) upon the occurrence of any event of default under the Courtyard
Marriott--Miami Beach, FL Whole Loan and to consider alternative actions
recommended by the holder of such Courtyard Marriott--Miami Beach, FL Companion
Loan or its designee, and (H) 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 Courtyard Marriott--Miami Beach, FL Whole Loan or the Mortgaged
Property and to consider alternative actions recommended by the holder of
Courtyard Marriott--Miami Beach, FL Companion Loan or its designee; and (ii)
the holder of the Courtyard Marriott--Miami Beach, FL Companion Loan or its
designee will be entitled to exercise rights and powers with respect to the
Courtyard Marriott--Miami Beach, FL 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) 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, (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
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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 material 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) voting on any plan in
the bankruptcy of the borrower, (J) any modification of, or waiver with respect
to the Courtyard Marriott--Miami Beach, FL Whole Loan that would result in a
discounted pay-off of the Courtyard Marriott--Miami Beach, FL Whole Loan, or
(K) any sale of the Mortgaged Property or, except as specifically permitted in
the Mortgage Loan documents, the transfer of any direct or indirect interest in
the related borrower or any sale of the Courtyard Marriott--Miami Beach, FL
Whole Loan.
Pursuant to the Pooling and Servicing Agreement and the AmericasMart Loan
Intercreditor Agreement, with respect to the AmericasMart Loan and
notwithstanding the rights of the Controlling Class Representative detailed
above, the holder of the AmericasMart 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
AmericasMart Loan and the AmericasMart 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 the AmericasMart Loan, the
Controlling Class Representative will generally be required to confer with the
holder of the AmericasMart Companion Loan regarding such advice or consent. In
the event that the Controlling Class Representative and the holder of the
AmericasMart Companion Loan disagree with respect to such advice, consent or
action, the AmericasMart Loan Intercreditor Agreement and the Pooling and
Servicing Agreement provide that the Controlling Class Representative and the
holder of the AmericasMart Companion Loan will contract with a third party
designated under the AmericasMart 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 the AmericasMart Companion
Loan in accordance with the AmericasMart Loan Intercreditor Agreement.
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
Loan--Servicing Provisions of the Mezz Cap Intercreditor Agreement" 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
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with those of holders of some Classes of the Certificates; and each
Certificateholder agrees to take no action against the Controlling Class
Representative or any of its respective officers, directors, employees,
principals or agents as a result of such a special relationship or conflict.
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
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Certificateholder, the Special Servicer, or any affiliate of any of them (in
other words, the Purchase Option has not been assigned to another unaffiliated
person) and (b) the Option Price is based on the Special Servicer's
determination of the fair value of the Defaulted Mortgage Loan, the Trustee
will be required to determine if the Option Price represents a fair price for
the Defaulted Mortgage Loan. In making such determination, the Trustee will be
entitled to rely on the most recent appraisal of the related Mortgaged Property
that was prepared in accordance with the terms of the Pooling and Servicing
Agreement and may rely upon the opinion and report of an independent third
party in making such determination, the cost of which will be advanced by the
Master Servicer.
If title to any Mortgaged Property is acquired by the Trustee on behalf of
the Certificateholders pursuant to foreclosure proceedings instituted by the
Special Servicer or otherwise, the Special Servicer, after notice to the
Controlling Class Representative, shall use its reasonable best efforts to sell
any REO Property as soon as practicable in accordance with the Servicing
Standard but prior to the end of the third calendar year following the year of
acquisition, unless (i) the Internal Revenue Service grants an extension of
time to sell such property (an "REO Extension") or (ii) it obtains an opinion
of counsel generally to the effect that the holding of the property for more
than three years after the end of the calendar year in which it was acquired
will not result in the imposition of a tax on the Trust Fund or cause any REMIC
relating to the assets of the Trust Fund to fail to qualify as a REMIC under
the Code. If the Special Servicer on behalf of the Trustee has not received an
Extension or such opinion of counsel and the Special Servicer is not able to
sell such REO Property within the period specified above, or if an REO
Extension has been granted and the Special Servicer is unable to sell such REO
Property within the extended time period, the Special Servicer shall auction
the property pursuant to the auction procedure set forth below.
The Special Servicer shall give the Controlling Class Representative, the
Master Servicer and the Trustee not less than five days' prior written notice
of its intention to sell any such REO Property, and 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, the 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.
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INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Special Servicer or the Master Servicer is required to perform or
cause to be performed a physical inspection of a Mortgaged Property as soon as
practicable after the related Mortgage Loan becomes a Specially Serviced
Mortgage Loan or the related debt service coverage ratio is below 1.00x; the
expense of which will be payable first, out of penalty interest and late
payment charges otherwise payable to the Special Servicer or the Master
Servicer, as the case may be, and received in the Collection Period during
which such inspection related expenses were incurred, then at the Trust Fund's
expense. In addition, beginning in 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 (and in the case of the Master Servicer 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 with respect to Specially Serviced Mortgage Loans and
REO Properties or the Master Servicer with respect to all other Mortgage Loans
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.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C19 (the "Certificates") will be issued
pursuant to a Pooling and Servicing Agreement, dated as of June 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 Floating Rate 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); (iv) certain rights of the
Depositor under the Mortgage Loan Purchase Agreement relating to Mortgage Loan
document delivery requirements and the representations and warranties of the
Mortgage Loan Seller regarding the Mortgage Loans; and (v) certain rights under
the Swap Contract.
The Certificates consist of the following classes (each, a "Class")
designated as: (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-PB, Class A-6 and Class A-1A Certificates (collectively, the "Class A
Certificates"); (ii) the Class A-MFL, Class A-MFX, 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-4, Class A-5, Class
A-PB, Class A-6, Class A-MFL, Class A-MFX, 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 Certificates (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.
On the Closing Date, the "Class A-MFL Regular Interest" will also be
issued by the Trust Fund as an uncertificated regular interest in one of the
REMICs. The Class A-MFL Regular Interest is not offered by this prospectus
supplement. The Depositor will transfer the Class A-MFL Regular Interest to the
Trust Fund in exchange for the Class A-MFL Certificates. The Class A-MFL
Certificates are offered by this prospectus supplement. The Class A-MFL
Certificates will represent all of the beneficial ownership interest in the
portion of the Trust Fund that consists of the Class A-MFL Regular Interest,
the Floating Rate Account and the Swap Contract.
REGISTRATION AND DENOMINATIONS
The Offered Certificates will be made available in book-entry format
through the facilities of The Depository Trust Company ("DTC"). The Offered
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
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"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 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
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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.
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.
S-220
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:
<TABLE>
CLOSING DATE PERCENTAGE OF
CERTIFICATE CUT-OFF DATE
CLASS OF CERTIFICATES BALANCE POOL BALANCE
- ---------------------------------------------------------------- -------------- --------------
Class A-1 Certificates ......................................... $ 33,891,000 2.099%
Class A-2 Certificates ......................................... $223,713,000 13.856%
Class A-3 Certificates ......................................... $ 75,000,000 4.645%
Class A-4 Certificates ......................................... $178,971,000 11.085%
Class A-5 Certificates ......................................... $202,208,000 12.524%
Class A-PB Certificates ........................................ $ 52,602,000 3.258%
Class A-6 Certificates ......................................... $237,091,000 14.685%
Class A-1A Certificates ........................................ $126,705,000 7.848%
Class A-MFL Certificates ....................................... $ 80,727,000 5.000%
Class A-MFX Certificates ....................................... $ 80,727,000 5.000%
Class A-J Certificates ......................................... $100,909,000 6.250%
Class B Certificates ........................................... $ 40,363,000 2.500%
Class C Certificates ........................................... $ 20,182,000 1.250%
Class D Certificates ........................................... $ 32,291,000 2.000%
Non-Offered Certificates (other than the Class CT-1, Class CT-2,
Class X and the Class A-1A Certificates) ...................... $129,165,341 8.000%
</TABLE>
The "Certificate Balance" of any Class of Sequential Pay Certificates
(other than the Class A-MFL Certificates), the Class CT-1 Certificates, the
Class CT-2 Certificates and the Class A-MFL Regular Interest (and,
correspondingly, the Class A-MFL Certificates) outstanding at any time
represents the maximum amount that the holders thereof are entitled to receive
as distributions allocable to principal from the cash flow on the Mortgage
Loans and the other assets in the Trust Fund. The Certificate Balance of each
Class of Sequential Pay Certificates (other than the Class A-MFL Certificates),
the Class CT-1 Certificates, the Class CT-2 Certificates and the Class A-MFL
Regular Interest (and, correspondingly, the Class A-MFL Certificates), in each
case, 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
Certificate Balance of the Class A-MFL Certificates will be reduced on each
Distribution Date by an amount corresponding to any such reduction in the
Certificate Balance of the Class A-MFL Regular Interest.
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, the Class CT-1 Certificates, the
Class CT-2 Certificates and the Class A-MFL Regular Interest (and,
correspondingly, the Class A-MFL Certificates) on such Distribution Date. The
initial Notional Amount of the Class X-C Certificates will equal approximately
$1,614,545,341 (subject to a permitted variance of plus or minus 5.0%).
The Notional Amount of the Class X-P Certificates will generally equal:
(i) until the Distribution Date in December 2005, the sum of (a) the
lesser of $31,770,000 and the Certificate Balance of the Class A-1
Certificates, (b) the lesser of $126,569,000 and the Certificate Balance of
the Class A-1A Certificates and (c) the aggregate Certificate Balances of
the Class A-2, Class A-3, Class A-4, Class A-5, Class A-PB, Class A-6,
Class A-MFX, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G and Class H Certificates and the Class A-MFL Regular Interest;
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(ii) after the Distribution Date in December 2005 through and including
the Distribution Date in June 2006, the sum of (a) the lesser of
$28,985,000 and the Certificate Balance of the Class A-1 Certificates, (b)
the lesser of $126,324,000 and the Certificate Balance of the Class A-1A
Certificates and (c) the aggregate Certificate Balances of the Class A-2,
Class A-3, , Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates and the Class A-MFL Regular Interest;
(iii) after the Distribution Date in June 2006 through and including the
Distribution Date in December 2006, the sum of (a) the lesser of $1,788,000
and the Certificate Balance of the Class A-1 Certificates, (b) the lesser
of $123,995,000 and the Certificate Balance of the Class A-1A Certificates
and (c) the aggregate Certificate Balances of the Class A-2, Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and
the Class A-MFL Regular Interest;
(iv) after the Distribution Date in December 2006 through and including
the Distribution Date in June 2007, the sum of (a) the lesser of
$194,094,000 and the Certificate Balance of the Class A-2 Certificates, (b)
the lesser of $121,309,000 and the Certificate Balance of the Class A-1A
Certificates and (c) the aggregate Certificate Balances of the Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and
the Class A-MFL Regular Interest;
(v) after the Distribution Date in June 2007 through and including the
Distribution Date in December 2007, the sum of (a) the lesser of
$163,712,000 and the Certificate Balance of the Class A-2 Certificates, (b)
the lesser of $118,507,000 and the Certificate Balance of the Class A-1A
Certificates and (c) the aggregate Certificate Balances of the Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and
the Class A-MFL Regular Interest;
(vi) after the Distribution Date in December 2007 through and including
the Distribution Date in June 2008, the sum of (a) the lesser of
$134,098,000 and the Certificate Balance of the Class A-2 Certificates, (b)
the lesser of $115,729,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J,Class
B, Class C, Class D, Class E, Class F and Class G Certificates and the
Class A-MFL Regular Interest and (d) the lesser of $13,702,000 and the
Certificate Balance of the Class H Certificates;
(vii) after the Distribution Date in June 2008 through and including the
Distribution Date in December 2008, the sum of (a) the lesser of
$104,914,000 and the Certificate Balance of the Class A-2 Certificates, (b)
the lesser of $113,055,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J, Class
B, Class C, Class D, Class E and Class F Certificates and the Class A-MFL
Regular Interest and (d) the lesser of $14,681,000 and the Certificate
Balance of the Class G Certificates;
(viii) after the Distribution Date in December 2008 through and
including the Distribution Date in June 2009, the sum of (a) the lesser of
$76,300,000 and the Certificate Balance of the Class A-2 Certificates, (b)
the lesser of $110,429,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J, Class
B, Class C, Class D, Class E and Class F Certificates and the Class A-MFL
Regular Interest and (d) the lesser of $11,000 and the Certificate Balance
of the Class G Certificates;
(ix) after the Distribution Date in June 2009 through and including the
Distribution Date in December 2009, the sum of (a) the lesser of
$48,571,000 and the Certificate Balance of the Class A-2 Certificates, (b)
the lesser of $107,909,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, Class A-J, Class
B, Class C, Class D and Class E Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $6,006,000 and the Certificate Balance of
the Class F Certificates;
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(x) after the Distribution Date in December 2009 through and including
the Distribution Date in June 2010, the sum of (a) the lesser of
$101,891,000 and the Certificate Balance of the Class A-4 Certificates, (b)
the lesser of $73,691,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-5,
Class A-PB, Class A-6, Class A-MFX, Class A-J, Class B, Class C and Class D
Certificates and the Class A-MFL Regular Interest and (d) the lesser of
$8,437,000 and the Certificate Balance of the Class E Certificates;
(xi) after the Distribution Date in June 2010 through and including the
Distribution Date in December 2010, the sum of (a) the lesser of
$25,548,000 and the Certificate Balance of the Class A-4 Certificates, (b)
the lesser of $48,883,000 and the Certificate Balance of the Class A-PB
Certificates, (c) the lesser of $71,917,000 and the Certificate Balance of
the Class A-1A Certificates, (d) the aggregate Certificate Balances of the
Class A-5, Class A-6, Class A-MFX, Class A-J Class B and Class C
Certificates and the Class A-MFL Regular Interest and (e) the lesser of
$29,371,000 and the Certificate Balance of the Class D Certificates;
(xii) after the Distribution Date in December 2010 through and including
the Distribution Date in June 2011, the sum of (a) the lesser of
$80,372,000 and the Certificate Balance of the Class A-5 Certificates, (b)
the lesser of $44,085,000 and the Certificate Balance of the Class A-PB
Certificates, (c) the lesser of $70,167,000 and the Certificate Balance of
the Class A-1A Certificates, (d) the aggregate Certificate Balances of the
Class A-6, Class A-MFX, Class A-J, Class B and Class C Certificates and the
Class A-MFL Regular Interest and (e) the lesser of $19,304,000 and the
Certificate Balance of the Class D Certificates;
(xiii) after the Distribution Date in June 2011 through and including
the Distribution Date in December 2011, the sum of (a) the lesser of
$67,183,000 and the Certificate Balance of the Class A-5 Certificates, (b)
the lesser of $39,422,000 and the Certificate Balance of the Class A-PB
Certificates, (c) the lesser of $68,492,000 and the Certificate Balance of
the Class A-1A Certificates, (d) the aggregate Certificate Balances of the
Class A-6, Class A-MFX, Class A-J, Class B and Class C Certificates and the
Class A-MFL Regular Interest and (e) the lesser of $10,755,000 and the
Certificate Balance of the Class D Certificates;
(xiv) after the Distribution Date in December 2011 through and including
the Distribution Date in June 2012, the sum of (a) the lesser of
$187,149,000 and the Certificate Balance of the Class A-6 Certificates, (b)
the lesser of $66,849,000 and the Certificate Balance of the Class A-1A
Certificates, (c) the aggregate Certificate Balances of the Class A-MFX,
Class A-J, Class B and Class C Certificates and the Class A-MFL Regular
Interest and (d) the lesser of $2,737,000 and the Certificate Balance of
the Class D Certificates;
(xv) after the Distribution Date in June 2012, $0.
The initial Notional Amount of the Class X-P Certificates will be
$1,555,777,000.
The Certificate Balance of any Class of Sequential Pay Certificates (other
than the Class A-MFL Certificates) and the Class A-MFL Regular Interest 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 (other than the Class
A-MFL Certificates) and the Class A-MFL Regular Interest 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 (other than the Class A-MFL Certificates and the Class A-MFL
Regular Interest), 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-4, Class A-5, Class A-PB, Class A-6 and Class A-1A
Certificates), which amounts shall be applied pro rata (based on remaining
Class Certificate Balances) and the Class A-MFL Regular Interest and the Class
A-MFX Certificates, which amounts shall be applied pro rata (based on remaining
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Class Certificate Balances) to such Classes. Mortgage Deferred Interest with
respect to the Centennial Tower Loan will be allocated first to the Centennial
Tower Junior Non-Pooled Component, second to the Centennial Tower Senior
Non-Pooled Component, and then to the Centennial Tower Pooled Component. Only
Certificate Deferred Interest relating to the Centennial Tower Pooled Component
will be allocated to the Sequential Pay Certificates. Certificate Deferred
Interest on the Class CT-1 Certificates will be equal to the Centennial Tower
Senior Non-Pooled Component's share of Mortgage Deferred Interest on the
Centennial Tower Loan, and Certificate Deferred Interest on the Class CT-2
Certificates will be equal to the Centennial Tower Junior Non-Pooled
Component's share of Mortgage Deferred Interest on the Centennial Tower Loan.
The Certificate Balance of each Class of Sequential Pay Certificates (other
than the Class A-MFL Certificates) or the Class A-MFL Regular Interest to which
Certificate Deferred Interest has been so allocated on a Distribution Date will
be increased by the amount of Certificate Deferred Interest. Any such increase
in the Certificate Balance of the Class A-MFL Regular Interest will result in a
corresponding increase in the Certificate Balance of the Class A-MFL
Certificates. Any increase in the Certificate Balance of a Class of Sequential
Pay Certificates (other than the Class A-MFL Certificates) or the Class A-MFL
Regular Interest will result in an increase in the Notional Amount of the Class
X-C Certificates, and to the extent there is an increase in the Certificate
Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-PB, Class A-6, Class A-1A, Class A-MFL, Class A-MFX, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G or 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, the Class CT-1 Available
Distribution Amount and the CT-2 Available Distribution Amount (each as defined
below) for such date that remains after the required distributions have been
made on all the REMIC Regular Certificates and the Class A-MFL Regular
Interest. 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 other than amounts allocable in respect of the
Centennial Tower Non-Pooled Components.
For purposes of calculating the allocation of collections on the
Centennial Tower Loan between the Centennial Tower Pooled Component, the
Centennial Tower Senior Non-Pooled Component and the Centennial Tower Junior
Non-Pooled Component, the Centennial Tower Pooled Component, the Centennial
Tower Senior Non-Pooled Component and the Centennial Tower Junior Non-Pooled
Component will each be deemed to have a principal balance (a "Centennial Tower
Component Principal Balance") that is initially equal to $45,000,000 in the
case of the Centennial Tower Pooled Component, $9,000,000 in the case of the
Centennial Tower Senior Non-Pooled Component, and $13,000,000 in the case of
the Centennial Tower Junior Non-Pooled Component, and each such component will
accrue interest during each Interest Accrual Period on the amount of the
Centennial Tower Component Principal Balance thereof outstanding immediately
prior to the related Distribution Date at a per annum rate equal to the Net
Mortgage Rate in effect for the Centennial Tower Loan as of the commencement of
such Interest Accrual Period. The Centennial Tower Component Principal Balance
of the Centennial Tower Pooled Component will be reduced on each Distribution
Date by all distributions of principal made in respect thereof on such
Distribution Date, the Centennial Tower Component Principal Balance of the
Centennial Tower Senior Non-Pooled Component will be reduced on each
Distribution Date by all distributions of principal made in respect thereof on
such Distribution Date, and the Centennial Tower Component Principal Balance of
the Centennial Tower Junior Non-Pooled Component will be reduced on each
Distribution Date by all distributions of principal made in respect thereof on
such Distribution Date, in each case as described under "DESCRIPTION OF THE
CERTIFICATES--Distributions."
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PASS-THROUGH RATES
The Pass-Through Rate applicable to the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-PB, Class A-6, Class A-MFX, 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 on the Class A-MFL Regular Interest for each
Distribution Date is a per annum rate equal to % subject to a maximum rate
equal to the Weighted Average Net Mortgage Rate for such Distribution Date.
The Pass-Through Rate on the Class A-MFL Certificates is a per annum rate
equal to LIBOR plus %; provided, however, under certain circumstances
described under "DESCRIPTION OF THE SWAP CONTRACT--THE SWAP CONTRACT" in this
prospectus supplement, the Pass-Through Rate on the Class A-MFL Certificates
may be effectively reduced or may convert to a per annum rate equal to the
Pass-Through Rate on the Class A-MFL Regular Interest.
The term "LIBOR" means, with respect to the Class A-MFL Certificates and
each Interest Accrual Period, the rate for deposits in U.S. Dollars, for a
period equal to one month, which appears on the Dow Jones Market Service
(formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related
LIBOR Determination Date. If such rate does not appear on Dow Jones Market
Service Page 3750, the rate for that Interest Accrual Period will be determined
on the basis of the rates at which deposits in U.S. Dollars are offered by any
four major referenced banks in the London interbank market selected by the
Trustee to provide such bank's offered quotation of such rates at approximately
11:00 a.m., London time, on the related LIBOR Determination Date to prime banks
in the London interbank market for a period of one month, commencing on the
first day of such Interest Accrual Period and in an amount that is
representative for a single such transaction in the relevant market at the
relevant time. The Trustee will request the principal London office of any four
major reference banks in the London interbank market selected by the Trustee to
provide a quotation of such rates, as offered by each such bank. If at least
two such quotations are provided, the rate for that Interest Accrual Period
will be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that Interest Accrual Period will be the
arithmetic mean of the rates quoted by major banks in New York City selected by
the Trustee, at approximately 11:00 a.m., New York City time, on the LIBOR
Determination Date with respect to such Interest Accrual Period for loans in
the U.S. Dollars to leading European banks for a period equal to one month,
commencing on the LIBOR Determination Date with respect to such Interest
Accrual Period and in an amount that is representative for a single such
transaction in the relevant market at the relevant time. The Trustee will
determine LIBOR for each Interest Accrual Period and the determination of LIBOR
by the Trustee will be binding absent manifest error.
The "LIBOR Determination Date" for the Class A-MFL Certificates is (i)
with respect to the initial Interest Accrual Period, the date that is two LIBOR
Business Days prior to the Closing Date, and (ii) with respect to each Interest
Accrual Period thereafter, the date that is two LIBOR Business Days prior to
the related Interest Accrual Period. A "LIBOR Business Day" is any day on which
commercial banks are open for international business (including dealings in
U.S. Dollar deposits) in London, England and New York, New York.
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 (other than the Class A-MFL
Certificates) and the Class A-MFL Regular Interest. In general, the Certificate
Balance of each Class of Sequential Pay Certificates
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(other than the Class A-MFL Certificates) and the Class A-MFL Regular Interest
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 (other than the Class A-MFL Certificates) or the Class A-MFL
Regular Interest 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 June 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 (other than the
Class A-MFL Certificates) or the Class A-MFL Regular Interest, 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 (other than the
Class A-MFL Certificates) or the Class A-MFL Regular Interest;
(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 (other than the Class A-MFL Certificates) or the Class
A-MFL Regular Interest, and if the designated portion of the
Certificate Balance does not also constitute a Class X-P Component
immediately prior to the Distribution Date, then the applicable Class
X-C Strip Rate will equal the excess, if any, of (a) the Weighted
Average Net Mortgage Rate for the Distribution Date, over (b) the
Pass-Through Rate in effect for the Distribution Date for the
applicable Class of Sequential Pay Certificates (other than the Class
A-MFL Certificates) or the Class A-MFL Regular Interest;
(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 (other than the Class A-MFL Certificates) or the Class
A-MFL Regular Interest, 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 (other than the Class
A-MFL Certificates) or the Class A-MFL Regular Interest; and
(4) if such Class X-C Component consists of the entire Certificate
Balance of any Class of Sequential Pay Certificates (other than the
Class A-MFL Certificates) or the Class A-MFL Regular Interest, 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 (other than the Class A-MFL Certificates) or the Class
A-MFL Regular Interest.
For each Distribution Date after the Distribution Date in June 2012, the
entire Certificate Balance of each Class of Sequential Pay Certificates (other
than the Class A-MFL Certificates) and the Class A-MFL Regular Interest 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 (other than the Class A-MFL Certificates) or the Class A-MFL
Regular Interest.
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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 (other than the Class A-MFL Certificates) and the
Class A-MFL Regular Interest. If all or a designated portion of the Certificate
Balance of any Class of Sequential Pay Certificates (other than the Class A-MFL
Certificates) or the Class A-MFL Regular Interest 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 June 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 June 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 and the Class
A-MFL Regular Interest, 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 or
the Class A-MFL Regular Interest 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 and the Class A-MFL Regular Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months. The Class A-MFL
Certificates will accrue interest on the basis of a 360-day year and the actual
number of days in the related Interest Accrual Period; provided that if the
Pass-Through Rate on the Class A-MFL Certificates, converts to a fixed rate,
the Class A-MFL Certificates will accrue interest on the same basis as the
Class A-MFL Regular Interest. With respect to any Class of REMIC Regular
Certificates and the Class A-MFL Regular Interest and any Distribution Date,
the "Interest Accrual Period" will be the preceding calendar month which will
be deemed to consist of 30 days. The "Interest Accrual Period" with respect to
the Class A-MFL Certificates will be the period from and including the
Distribution Date in the month preceding the month in which the related
Distribution Date occurs (or, in the case of the first Distribution Date, the
Closing Date) to, but excluding, the related Distribution Date, calculated on
the basis of the actual number of days in such Interest Accrual Period and
assuming each year has 360 days; provided that if the Pass-Through Rate on the
Class A-MFL Certificates converts to a fixed rate, such accrual period shall be
on the same basis as the Class A-MFL Regular Interest. See "DESCRIPTION OF THE
SWAP CONTRACT" in this prospectus supplement.
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 (excluding
the Net Mortgage Rate and Component Principal Balance of the applicable
Centennial Tower Non-Pooled Component) as of the commencement of the related
Collection Period, weighted on the basis of their respective Stated Principal
Balances (excluding, with respect to the Centennial Tower Loan, the respective
Component Principal Balances of the Centennial Tower Non-Pooled Components)
immediately following the preceding Distribution Date; provided that, for the
purpose of determining the Weighted Average Net Mortgage Rate only, if the
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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, the Centennial Tower Pooled Component and the Centennial Tower
Non-Pooled Components will generally equal (x) the Mortgage Rate in effect for
such Mortgage Loan, or, with respect to the components related to the
Centennial Tower Loan, such Centennial Tower Loan as of the Cut-Off Date, minus
(y) the applicable Administrative Cost Rate for such Mortgage Loan.
Notwithstanding the foregoing, because no Mortgage Loan, other than 14 Mortgage
Loans (loan numbers 56, 66, 67, 69, 71, 72, 74, 76, 78, 80, 82, 84, 89 and 90),
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 14 Mortgage Loans, representing 3.2% of the Cut-Off
Date Pool Balance (3.5% of Loan Group 1), which accrue interest on a 30/360
basis, other than the Centennial Tower Non-Pooled Components, 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, other than the Centennial Tower Non-Pooled Components, 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 Amounts, and such amount has not been included as part of the
Principal Distribution Amount, such amount shall not reduce the Stated
Principal Balance (other than for purposes of computing the Weighted Average
Net Mortgage Rate). Notwithstanding the foregoing, if any Mortgage Loan is paid
in full, liquidated or otherwise removed from the Trust Fund, commencing as of
the first Distribution Date following the Collection Period during which such
event occurred, the Stated Principal Balance of such Mortgage Loan will be
zero. With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan.
The "Collection Period" for each Distribution Date is the period that
begins on the 12th day in the month immediately preceding the month in which
such Distribution Date occurs (or the day after the applicable Cut-Off Date in
the case of the first Collection Period) and ends on and includes the 11th day
in the same month as such Distribution Date. Notwithstanding the foregoing, in
the event that the last day of a Collection Period is not a business day, any
payments received with respect to the Mortgage Loans relating to such
Collection Period on the business day immediately following such day will be
deemed to have been received during such Collection Period and not during any
other Collection Period. The "Determination Date" will be, for any Distribution
Date, the 11th day of each month, or if such 11th day is not a business day,
the next succeeding business day, commencing in July 2005.
DISTRIBUTIONS
General. Except as described below with respect to the Class Z
Certificates, the Class CT-1 Certificates and the Class CT-2 Certificates,
distributions on the Certificates are made by the Trustee, to the extent of the
Available Distribution Amount, on the fourth business day following the related
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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 July 2005.
The amount allocated to the Class A-MFL Regular Interest on each
Distribution Date will be deposited into the Floating Rate Account, less the
portion of such amount, if any, due to the Swap Counterparty under the Swap
Contract with respect to such Distribution Date. In addition, amounts payable
to the Trust Fund by the Swap Counterparty under the Swap Contract with respect
to the Distribution Date will be deposited into the Floating Rate Account. See
"DESCRIPTION OF THE SWAP CONTRACT" in this prospectus supplement.
The Available Distribution Amount. The aggregate amount available for
distributions of interest and principal to Certificateholders (other than the
Class A-MFL, Class R-I, Class R-II, Class Z, Class CT-1 and Class CT-2
Certificateholders) and the Class A-MFL Regular Interest (and therefore to the
Class A-MFL 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 (with respect to the Centennial Tower
Loan, to the extent allocable to the Centennial Tower Pooled Component) by
the Master Servicer (without regard to any payments made to or received by
the Swap Counterparty) 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;
(vii) any amounts distributable to the Class CT-1 Certificates in
respect of the Centennial Tower Senior Non-Pooled Component as described
below under "--Application of Class CT-1 Available Distribution Amount";
(viii) any amounts distributable to the Class CT-2 Certificates in
respect of the Centennial Tower Junior Non-Pooled Component as described
below under "--Application of Class CT-2 Available Distribution Amount";
and
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(ix) 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 the Pari Passu Companion Loan and
any P&I Advance allocable to the Centennial Tower Non-Pooled Components;
(c) any Compensating Interest Payment (with respect to the Centennial
Tower Loan, to the extent allocable to the Centennial Tower Pooled
Component) 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 (with respect to the Centennial Tower Loan, to the extent
allocable to the Centennial Tower Pooled Component) then on deposit in the
Interest Reserve Account in respect of each Mortgage Loan.
The aggregate amount available for distributions to the holders of the
Class A-MFL Certificates on each Distribution Date (the "Class A-MFL Available
Funds") will equal the sum of (i) the total amount of all principal and/or
interest distributions on or in respect of the Class A-MFL Regular Interest
with respect to such Distribution Date and (ii) the amounts, if any, received
from Swap Counterparty pursuant to the Swap Contract, less (iii) all amounts
required to be paid to the Swap Counterparty pursuant to the Swap Contract for
such Distribution Date. See "DESCRIPTION OF THE SWAP CONTRACT" in this
prospectus supplement.
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.
The Class CT-1 Available Distribution Amount. The aggregate amount
available for distributions of interest and principal to the holders of the
Class CT-1 Certificates on each Distribution Date (the "Class CT-1 Available
Distribution Amount") will, in general, equal the sum of the following amounts:
(a) the total amount of all cash received in respect of the Centennial
Tower Loan and any REO Property related to the Centennial Tower Loan to the
extent allocable to the Centennial Tower Senior Non-Pooled Component in
accordance with the terms of the Pooling Agreement and not previously
distributed with respect to the Class CT-1 Certificates or applied for any
other permitted purpose, exclusive of any portion thereof that represents
one or more of the following:
(i) any Periodic Payments on the Centennial Tower Loan allocable to
the Centennial Tower Senior Non-Pooled Component collected but due on a
Due Date after the related Collection Period;
(ii) all amounts in the Certificate Account that are payable or
reimbursable to any person other than the holders of the Class CT-1
Certificates, including any Servicing Fees and Trustee Fees on the
Centennial Tower Senior Non-Pooled Component;
(iii) Yield Maintenance Charges allocable to the Centennial Tower
Senior Non-Pooled Component; and
(iv) any amounts deposited in the Certificate Account in error.
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(b) all P&I Advances of interest made by the Master Servicer or the
Trustee with respect to such Distribution Date made on the Centennial Tower
Loan and allocable to the Centennial Tower Senior Non-Pooled Component; and
(c) any Compensating Interest Payment made by the Master Servicer to
cover the aggregate of any Prepayment Interest Shortfalls experienced
during the related Collection Period made on the Centennial Tower Loan and
allocable to the Centennial Tower Senior Non-Pooled Component.
The Class CT-2 Available Distribution Amount. The aggregate amount
available for distributions of interest and principal to the holders of the
Class CT-2 Certificates on each Distribution Date (the "Class CT-2 Available
Distribution Amount") will, in general, equal the sum of the following amounts:
(a) the total amount of all cash received in respect of the Centennial
Tower Loan and any REO Property related to the Centennial Tower Loan to the
extent allocable to the Centennial Tower Junior Non-Pooled Component in
accordance with the terms of the Pooling Agreement and not previously
distributed with respect to the Class CT-2 Certificates or applied for any
other permitted purpose, exclusive of any portion thereof that represents
one or more of the following:
(i) any Periodic Payments on the Centennial Tower Loan allocable to
the Centennial Tower Junior Non-Pooled Component collected but due on a
Due Date after the related Collection Period;
(ii) all amounts in the Certificate Account that are payable or
reimbursable to any person other than the holders of the Class CT-2
Certificates, including any Servicing Fees and Trustee Fees on the
Centennial Tower Junior Non-Pooled Component;
(iii) Yield Maintenance Charges allocable to the Centennial Tower
Junior Non-Pooled Component; and
(iv) any amounts deposited in the Certificate Account in error.
(b) all P&I Advances of interest made by the Master Servicer or the
Trustee with respect to such Distribution Date made on the Centennial Tower
Loan and allocable to the Centennial Tower Junior Non-Pooled Component; and
(c) any Compensating Interest Payment made by the Master Servicer to
cover the aggregate of any Prepayment Interest Shortfalls experienced
during the related Collection Period made on the Centennial Tower Loan and
allocable to the Centennial Tower Junior Non-Pooled Component.
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 (not including the Centennial Tower Non-Pooled Components) (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 (other than the
Class A-MFL Certificates) and the Class A-MFL Regular Interest. See
"DESCRIPTION OF THE TRUST FUNDS--Certificate Accounts" in the prospectus.
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Distribution Account. The Trustee will establish and will maintain a
"Distribution Account" in the name of the Trustee for the benefit of the
Certificateholders and will maintain the Distribution Account as an eligible
account pursuant to the terms of the Pooling and Servicing Agreement. Funds on
deposit in the Distribution Account, to the extent of the Available
Distribution Amount (and, with respect to the Class CT-1 Certificates, to the
extent of the Class CT-1 Available Distribution Amount and, with respect to the
Class CT-2 Certificates, to the extent of the Class CT-2 Available Distribution
Amount), will be used to make distributions on the Certificates (other than the
Class A-MFL Certificates) and the Class A-MFL Regular Interest.
Gain on Sale Reserve Account. The Trustee will establish and will maintain
a "Gain on Sale Reserve Account" in the name of the Trustee for the benefit of
the Certificateholders. To the extent that gains realized on sales of Mortgaged
Properties, if any, are not used to offset Realized Losses previously allocated
to the Certificates, such gains will be held and applied to offset future
Realized Losses, if any.
Additional Interest Account. The Trustee will establish and will maintain
an "Additional Interest Account" in the name of the Trustee for the benefit of
the holders of the Class Z Certificates. Prior to the applicable Distribution
Date, an amount equal to the Additional Interest received in respect of the
Mortgage Loans during the related Collection Period will be deposited into the
Additional Interest Account.
Floating Rate Account. On or before the Closing Date, the Trustee will
establish and maintain a "Floating Rate Account" in trust for the benefit of
the holders of the Class A-MFL Certificates, as an eligible account pursuant to
the terms of the Pooling and Servicing Agreement. The Floating Rate Account may
be a subaccount of the Distribution Account. Promptly upon receipt of any
payment or other receipt in respect of the Class A-MFL Regular Interest or the
Swap Contract, the Trustee will deposit the same into the Floating Rate
Account. See "DESCRIPTION OF THE SWAP CONTRACT" in this prospectus supplement.
Application of the Available Distribution Amount. On each Distribution
Date, the Trustee will (except as otherwise described under "--Termination"
below) apply amounts on deposit in the Distribution Account (other than amounts
payable on such date in respect of the Class CT-1 Certificates or the Class
CT-2 Certificates), to the extent of the Available Distribution Amount, in the
following order of priority:
(1) concurrently, to distributions of interest (i) from the portion of
the Available Distribution Amount for such Distribution Date
attributable to Mortgage Loans in Loan Group 1, to the holders of the
Class A-1 Certificates, Class A-2 Certificates, Class A-3, Class A-4,
Class A-5 Certificates, Class A-PB Certificates and Class A-6
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,
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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 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/or 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 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/or 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-PB Certificates, the
Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates as set forth in clauses (2), (3), (4) and (5) 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,
Class A-2 Certificates and/or 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-PB Certificates, the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates and the Class A-4 Certificates as set forth in clauses
(2), (3), (4), (5)
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and (6) above, to distributions of principal to the holders of the
Class A-5 Certificates in an amount (not to exceed the then outstanding
Certificate Balance of the Class A-5 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, the Class A-3 Certificates and/or the Class
A-4 Certificates on such Distribution Date;
(8) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates and Class A-PB Certificates as set forth in clauses
(2), (3), (4), (5), (6) and (7) 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,
the Class A-3 Certificates, the Class A-4 Certificates and/or the
Class A-5 Certificates on such Distribution Date;
(9) after distributions of principal have been made from the Loan Group 1
Principal Distribution Amount to the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates and Class A-PB Certificates as set forth in clauses
(2), (3), (4), (5), (6), (7) and (8) above, to distributions of
principal to the holders of the Class A-6 Certificates in an amount
(not to exceed the then outstanding Certificate Balance of the Class
A-6 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,
the Class A-3 Certificates, the Class A-4 Certificates and/or the
Class A-5 Certificates on such Distribution Date;
(10) 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 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class
A-PB Certificates and Class A-6 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, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and/or the Class A-6 Certificates have been
made on such Distribution Date;
(11) to distributions to the holders of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-5 Certificates, Class A-PB Certificates, Class A-6
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;
(12) to distributions of interest to the holders of the Class A-MFL
Regular Interest and the Class A-MFX Certificates, pro rata, in
amounts equal to all Distributable Certificate Interest in respect of
such Class A-MFL Regular Interest and Class A-MFX Certificates for
such Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
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(13) after the Class A Certificates have been retired, to distributions of
principal to the holders of the Class A-MFL Regular Interest and the
Class A-MFX Certificates, pro rata, in amounts (not to exceed the
outstanding Certificate Balance of the Class A-MFL Regular Interest
and/or such Class A-MFX Certificates) equal to the Principal
Distribution Amount in respect of such Class A-MFL Regular Interest
and/or such Class A-MFX Certificates for such Distribution Date, less
any portion distributed in respect of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-PB Certificates, Class
A-6 Certificates and/or Class A-1A Certificates on such Distribution
Date;
(14) to distributions to the holders of the Class A-MFL Regular Interest
and the Class A-MFX Certificates, pro rata, to reimburse such holders
for all Realized Losses and Additional Trust Fund Expenses, if any,
previously allocated to such Class A-MFL Regular Interest or Class
A-MFX Certificates and for which no reimbursement has yet been
previously received;
(15) 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;
(16) after all Classes of Certificates and the Class A-MFL Regular
Interest with an earlier priority of distribution 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 all Classes of Certificates
and/or the Class A-MFL Regular Interest with an earlier priority of
payment;
(17) 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;
(18) 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;
(19) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(20) 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;
(21) 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;
(22) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(23) 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;
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(24) 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;
(25) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(26) 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;
(27) 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;
(28) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL with an earlier alphabetical and numerical
designation on such Distribution Date;
(29) 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;
(30) 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;
(31) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(32) 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;
(33) 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;
(34) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(35) 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;
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(36) 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;
(37) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(38) 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;
(39) 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;
(40) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(41) 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;
(42) 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;
(43) after all Classes of Certificates and the Class A-MFL Regular
Interest 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,
the Class A-MFL Regular Interest with an earlier alphabetical and
numerical designation on such Distribution Date;
(44) 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;
(45) 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;
(46) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(47) 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;
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(48) 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;
(49) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(50) 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;
(51) 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;
(52) after all Classes of Certificates and the Class A-MFL Regular
Interest 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
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(53) 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;
(54) to distributions of interest to the holders of the Class O
Certificates in an amount equal to all Distributable Certificate
Interest in respect of such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates;
(55) after all Classes of Certificates and the Class A-MFL Regular
Interest with an earlier priority of distribution have been retired,
to distributions of principal to the holders of the Class O
Certificates in an amount (not to exceed the then outstanding
Certificate Balance of the Class O Certificates) equal to the
Principal Distribution Amount for such Distribution Date, less any
portion thereof distributed in respect of all Classes of Certificates
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
(56) to distributions to the holders of the Class O 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;
(57) to distributions of interest to the holders of the Class P
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;
(58) after all Classes of Certificates and the Class A-MFL Regular
Interest with an earlier priority of distribution have been retired,
to distributions of principal to the holders of the Class P
Certificates in an amount (not to exceed the then outstanding
Certificate Balance of the Class P Certificates) equal to the
Principal Distribution Amount for such Distribution Date, less any
portion thereof distributed in respect of all Classes of Certificates
and/or the Class A-MFL Regular Interest with an earlier alphabetical
and numerical designation on such Distribution Date;
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(59) to distributions to the holders of the Class P 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; and
(60) to distributions to the holders of the REMIC Residual Certificates in
an amount equal to the balance, if any, of the Available Distribution
Amount remaining after the distributions to be made on such
Distribution Date as described in clauses (1) through (59) above;
provided that, on each Distribution Date, if any, after the aggregate of the
Certificate Balances of the Subordinate Certificates has been reduced to zero
as a result of the allocations of Realized Losses and Additional Trust Fund
Expenses, and in any event on the final Distribution Date in connection with a
termination of the Trust Fund (see "--Termination" below), the payments of
principal to be made as contemplated by clauses (3), (4), (5), (6), (7), (8),
(9) and (10) above with respect to the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class
A-5 Certificates, the Class A-PB Certificates, the Class A-6 Certificates and
the Class A-1A Certificates will be so made to the holders of the respective
Classes of such Certificates which remain outstanding up to an amount equal to,
and pro rata as between such Classes in accordance with, the respective
then-outstanding Certificate Balances of such Classes of Certificates and
without regard to the Principal Distribution Amount for such date.
Distributions on the Class A-MFL Certificates. On each Distribution Date,
for so long as the Certificate Balance of the Class A-MFL Certificates has not
been reduced to zero, the Trustee is required to apply amounts on deposit in
the Floating Rate Account to the extent of the Class A-MFL Available Funds, in
the following order of priority;
First, to the holders of the Class A-MFL Certificates, in respect of
interest, up to an amount equal to the Class A-MFL Interest Distribution
Amount;
Second, to the holders of the Class A-MFL Certificates, in respect of
principal, up to an amount equal to the Class A-MFL Principal Distribution
Amount until the Certificate Balance of such Class is reduced to zero;
Third, to the holders of the Class A-MFL Certificates, until all Realized
Losses and Additional Trust Fund Expenses previously allocated to the Class
A-MFL Certificates (as a result of the allocation Realized Losses and
Additional Trust Fund Expenses to the Class A-MFL Regular Interest) but not
previously reimbursed, have been reimbursed in full; and
Fourth, any remaining amount to the holders of the Class A-MFL
Certificates.
See "DESCRIPTION OF THE SWAP CONTRACT" in this prospectus supplement.
Application of Class CT-1 Available Distribution Amount. The Class CT-1
Certificates will only be entitled to distributions from amounts collected on
the Centennial Tower Senior Non-Pooled Component. On each Distribution Date,
the Trustee will apply amounts on deposit in the Distribution Account in the
following order of priority to the extent of the Class CT-1 Available
Distribution Amount:
(i) to distributions of interest to the holders of the Class CT-1
Certificates in accordance with the amount of Distributable Certificate
Interest in respect of such Class, in an amount equal to all Distributable
Certificate Interest allocable to the Class CT-1 Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates;
(ii) to distributions of principal to the holders of the Class CT-1
Certificates in an amount equal to the Class CT-1 Principal Distribution
Amount for such Distribution Date;
(iii) to distributions to the holders of the Class CT-1 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; and
(iv) to distributions to the holders of the Class R-I Certificates in an
amount equal to the balance, if any, of the Class CT-1 Available
Distribution Amount remaining after the distributions to be made on such
Distribution Date as described in clauses (i) through (iii) above.
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Amounts payable on any Distribution Date which are part of the Class CT-1
Available Distribution Amount will not be available to make distributions on
other Certificates (other than the Class R-I Certificates).
Application of Class CT-2 Available Distribution Amount. The Class CT-2
Certificates will only be entitled to distributions from amounts collected on
the Centennial Tower Junior Non-Pooled Component. On each Distribution Date,
the Trustee will apply amounts on deposit in the Distribution Account in the
following order of priority to the extent of the Class CT-2 Available
Distribution Amount:
(i) to distributions of interest to the holders of the Class CT-2
Certificates in accordance with the amount of Distributable Certificate
Interest in respect of such Class, in an amount equal to all Distributable
Certificate Interest allocable to the Class CT-2 Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates;
(ii) to distributions of principal to the holders of the Class CT-2
Certificates in an amount equal to the Class CT-2 Principal Distribution
Amount for such Distribution Date;
(iii) to distributions to the holders of the Class CT-2 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; and
(iv) to distributions to the holders of the Class R-I Certificates in an
amount equal to the balance, if any, of the Class CT-2 Available
Distribution Amount remaining after the distributions to be made on such
Distribution Date as described in clauses (i) through (iii) above.
Amounts payable on any Distribution Date which are part of the Class CT-2
Available Distribution Amount will not be available to make distributions on
other Certificates (other than the Class R-I Certificates).
The Class CT-1 Certificates, the Class CT-2 Certificates and the
Centennial Tower Non-Pooled Components. The Class CT-1 Certificates will only
be entitled to distributions from amounts collected on the Centennial Tower
Loan allocable to the Centennial Tower Senior Non-Pooled Component, and the
Class CT-2 Certificates will only be entitled to distributions from amounts
collected on the Centennial Tower Loan allocable to the Centennial Tower Junior
Non-Pooled Component. Prior to the occurrence and continuance of a monetary
event of default, all collections of principal and interest in respect of the
Centennial Tower Loan received during any Collection Period (net of any portion
allocable to reimburse any outstanding P&I Advances, or pay any Servicing Fees,
Trustee Fees, Workout Fees, Liquidation Fees, interest on Advances and any
other Additional Trust Fund Expenses in respect of such Mortgage Loan or
otherwise payable to persons other than the Certificateholders) will be applied
on the related Distribution Date for the purposes and in the following order of
priority:
(i) to the Certificateholders (other than the holders of the Class CT-1,
Class CT-2 and Class Z Certificates) as part of the Available Distribution
Amount for such Distribution Date, up to an amount equal to accrued and
unpaid interest in respect of the Centennial Tower Pooled Component through
the end of the related Interest Accrual Period;
(ii) to the Certificateholders (other than the holders of the Class
CT-1, Class CT-2 and Class Z Certificates) as part of the Available
Distribution Amount for such Distribution Date, up to an amount equal to
its pro rata share of any principal payments until the Component Principal
Balance of the Centennial Tower Pooled Component is reduced to zero;
(iii) to the Certificateholders (other than the holders of the Class
CT-1, Class CT-2 and Class Z Certificates) as part of the Available
Distribution Amount for such Distribution Date, to reimburse the Centennial
Tower Pooled Component for all Realized Losses and Additional Trust Fund
Expenses, if any, previously allocated to the Centennial Tower Pooled
Component and for which no reimbursement has previously been received;
(iv) to the holders of the Class CT-1 Certificates, as part of the Class
CT-1 Available Distribution Amount, up to an amount equal to all accrued
and unpaid interest in respect of the Centennial Tower Senior Non-Pooled
Component through the end of the related Interest Accrual Period;
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(v) to the holders of the Class CT-1 Certificates, as part of the Class
CT-1 Available Distribution Amount, up to its pro rata share of any
principal payments until the Component Principal Balance of the Centennial
Tower Senior Non-Pooled Component is reduced to zero;
(vi) to the holders of the Class CT-1 Certificates, as part of the Class
CT-1 Available Distribution Amount to reimburse the Class CT-1 Certificates
for all Realized Losses and Additional Trust Fund Expenses, if any,
previously allocated to the Centennial Tower Senior Non-Pooled Component
and for which no reimbursement has been previously received;
(vii) to the holders of the Class CT-2 Certificates, as part of the
Class CT-2 Available Distribution Amount, up to an amount equal to all
accrued and unpaid interest in respect of the Centennial Tower Junior
Non-Pooled Component through the end of the related Interest Accrual
Period;
(viii) to the holders of the Class CT-2 Certificates, as part of the
Class CT-2 Available Distribution Amount, up to its pro rata share of any
principal payments until the Component Principal Balance of the Centennial
Tower Junior Non-Pooled Component is reduced to zero;
(ix) to the holders of the Class CT-2 Certificates, as part of the Class
CT-2 Available Distribution Amount to reimburse the Class CT-2 Certificates
for all Realized Losses and Additional Trust Fund Expenses, if any,
previously allocated to the Centennial Tower Junior Non-Pooled Component
and for which no reimbursement has been previously received;
(x) to the Certificateholders (other than the holders of the Class CT-1,
Class CT-2 and Class Z Certificates) for allocation as described below in
"--Allocation of Prepayment Premiums and Yield Maintenance Charges", an
amount equal to a pro rata share, based on the outstanding Component
Principal Balance, of Yield Maintenance Charges received in respect of the
Centennial Tower Loan and allocable to the Centennial Tower Pooled
Component; and
(xi) to the holders of the Class CT-1 Certificates, for allocation as
described below in "--Allocation of Prepayment Premiums and Yield
Maintenance Charges", an amount equal to a pro rata share, based on the
outstanding Component Principal Balance, of Yield Maintenance Charges
received in respect of the Centennial Tower Loan and allocable to the
Centennial Tower Senior Non-Pooled Component;
(xii) to the holders of the Class CT-2 Certificates, for allocation as
described below in "--Allocation of Prepayment Premiums and Yield
Maintenance Charges", an amount equal to a pro rata share, based on the
outstanding Component Principal Balance, of Yield Maintenance Charges
received in respect of the Centennial Tower Loan and allocable to the
Centennial Tower Junior Non-Pooled Component; and
(xiii) to the Class R-I Certificates, amounts distributable in respect
of the Centennial Tower Pooled Component, the Centennial Tower Senior
Non-Pooled Component and the Centennial Tower Junior Non-Pooled Component
in excess of amounts set forth in clauses (i) through (xii) immediately
above.
Upon the occurrence and continuance of a monetary event of default in
respect of the Centennial Tower Loan all collections of principal and interest
in respect of the Centennial Tower Loan received during any Collection Period
(net of any portion allocated to reimburse any outstanding P&I Advances, or pay
any Servicing Fees, Trustee Fees, Workout Fees, Liquidation Fees, interest on
Advances and other Additional Trust Fund Expenses in respect of such Mortgage
Loan or otherwise payable to persons other than Certificateholders) will be
applied on the related Distribution Date for the purposes and in the following
order of priority:
(i) to the Certificateholders (other than the holders of the Class CT-1,
Class CT-2 and Class Z Certificates) as part of the Available Distribution
Amount for such Distribution Date, up to an amount equal to accrued and
unpaid interest in respect of the Centennial Tower Pooled Component through
the end of the related Interest Accrual Period;
(ii) to the Certificateholders (other than the holders of the Class
CT-1, Class CT-2 and Class Z Certificates) as part of the Available
Distribution Amount for such Distribution Date, until the Component
Principal Balance of the Centennial Tower Pooled Component is reduced to
zero;
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(iii) to the Certificateholders (other than the holders of the Class
CT-1, Class CT-2 and Class Z Certificates) as part of the Available
Distribution Amount for such Distribution Date, to reimburse the Centennial
Tower Pooled Component for all Realized Losses and Additional Trust Fund
Expenses, if any, previously allocated to the Centennial Tower Pooled
Component and for which no reimbursement has previously been received;
(iv) to the holders of the Class CT-1 Certificates, as part of the Class
CT-1 Available Distribution Amount, up to an amount equal to all accrued
and unpaid interest in respect of the Centennial Tower Senior Non-Pooled
Component through the end of the related Interest Accrual Period;
(v) to the holders of the Class CT-1 Certificates, as part of the Class
CT-1 Available Distribution Amount, until the Component Principal Balance
of the Centennial Tower Senior Non-Pooled Component is reduced to zero;
(vi) to the holders of the Class CT-1 Certificates, as part of the Class
CT-1 Available Distribution Amount, to reimburse the Class CT-1
Certificates for all Realized Losses and Additional Trust Fund Expenses, if
any, previously allocated to the Centennial Tower Senior Non-Pooled
Component and for which no reimbursement has been previously received;
(vii) to the holders of the Class CT-2 Certificates, as part of the
Class CT-2 Available Distribution Amount, up to an amount equal to all
accrued and unpaid interest in respect of the Centennial Tower Junior
Non-Pooled Component through the end of the related Interest Accrual
Period;
(viii) to the holders of the Class CT-2 Certificates, as part of the
Class CT-2 Available Distribution Amount, until the Component Principal
Balance of the Centennial Tower Junior Non-Pooled Component is reduced to
zero;
(ix) to the holders of the Class CT-2 Certificates, as part of the Class
CT-2 Available Distribution Amount, to reimburse the Class CT-2
Certificates for all Realized Losses and Additional Trust Fund Expenses, if
any, previously allocated to the Centennial Tower Junior Non-Pooled
Component and for which no reimbursement has been previously received;
(x) to the Certificateholders (other than the holders of the Class CT-1,
Class CT-2 and Class Z Certificates) for allocation as described below in
"--Allocation of Prepayment Premiums and Yield Maintenance Charges", an
amount equal to a pro rata share, based on the outstanding Component
Principal Balance, of Yield Maintenance Charges received in respect of the
Centennial Tower Loan and allocable to the Centennial Tower Pooled
Component;
(xi) to the holders of the Class CT-1 Certificates, for allocation as
described below in "--Allocation of Prepayment Premiums and Yield
Maintenance Charges", an amount equal to a pro rata share, based on the
outstanding Component Principal Balance, of Yield Maintenance Charges
received in respect of the Centennial Tower Loan and allocable to the
Centennial Tower Senior Non-Pooled Component;
(xii) to the holders of the Class CT-2 Certificates, for allocation as
described below in "--Allocation of Prepayment Premiums and Yield
Maintenance Charges", an amount equal to a pro rata share, based on the
outstanding Component Principal Balance, of Yield Maintenance Charges
received in respect of the Centennial Tower Loan and allocable to the
Centennial Tower Junior Non-Pooled Component; and
(xiii) to the Class R-I Certificates in respect of the Centennial Tower
Pooled Component and the Centennial Tower Non-Pooled Components in excess
of amounts set forth in clauses (i) through (xii) above.
The amounts to be applied pursuant to clauses (i), (ii) and (iii) above
will be included as part of the Available Distribution Amount for the subject
Distribution Date and will be applied as described above to make distributions
on the Certificates (other than the Class CT-1, Class CT-2 and Class Z
Certificates).
Under certain circumstances, the holders of the Certificates will be
entitled to certain Advances to the extent described in "--P&I Advances" below.
Distributable Certificate Interest. The "Distributable Certificate
Interest" equals with respect to each Class of REMIC Regular Certificates and
the Class A-MFL Regular Interest for each Distribution
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Date, the Accrued Certificate Interest in respect of such Class of Certificates
(other than the Class A-MFL Certificates) and the Class A-MFL Regular Interest
for such Distribution Date, reduced (other than in the case of the Class X
Certificates) (to not less than zero) by (i) such Class's allocable share
(calculated as described below) of the aggregate of any Prepayment Interest
Shortfalls resulting from principal prepayments made on the Mortgage Loans
during the related Collection Period that are not covered by the Master
Servicer's Compensating Interest Payment for such Distribution Date (the
aggregate of such Prepayment Interest Shortfalls that are not so covered, as to
such Distribution Date, the "Net Aggregate Prepayment Interest Shortfall") and
(ii) any Certificate Deferred Interest allocated to such Class of REMIC Regular
Certificates (other than the Class A-MFL Certificates) or the Class A-MFL
Regular Interest.
The "Accrued Certificate Interest" in respect of each Class of Sequential
Pay Certificates (other than the Class A-MFL Certificates), the Class CT-1
Certificates, the Class CT-2 Certificates and the Class A-MFL Regular Interest
for each Distribution Date will equal one month's interest at the Pass-Through
Rate applicable to such Class of Certificates (other than the Class A-MFL
Certificates) or the Class A-MFL Regular Interest for such Distribution Date
accrued for the related Interest Accrual Period on the related Certificate
Balance or Component Principal Balance, as applicable, outstanding immediately
prior to such Distribution Date. The "Accrued Certificate Interest" in respect
of the Class X-C and Class X-P Certificates for any Distribution Date will
equal the amount of one month's interest at the related Pass-Through Rate on
the Notional Amount of the Class X-C or Class X-P Certificates, as the case may
be, outstanding immediately prior to such Distribution Date. Accrued
Certificate Interest will be calculated on a 30/360 basis.
The portion of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocable to each Class of REMIC Regular Certificates
(other than the Class A-MFL Certificates, the Class X Certificates, the Class
CT-1 Certificates and the Class CT-2 Certificates) or the Class A-MFL Regular
Interest will equal the product of (a) such Net Aggregate Prepayment Interest
Shortfall, multiplied by (b) a fraction, the numerator of which is equal to the
Accrued Certificate Interest in respect of such Class of Certificates (other
than the Class A-MFL Certificates) or the Class A-MFL Regular Interest for such
Distribution Date, and the denominator of which is equal to the aggregate
Accrued Certificate Interest in respect of all Classes of REMIC Regular
Certificates (other than the Class A-MFL Certificates, the Class X
Certificates, the Class CT-1 Certificates and the Class CT-2 Certificates) or
the Class A-MFL Regular Interest for such Distribution Date.
Any such Prepayment Interest Shortfalls allocated to the Certificates or
the Class A-MFL Regular Interest, to the extent not covered by the Master
Servicer's related Compensating Interest Payment for such Distribution Date,
will reduce the Distributable Certificate Interest as described above.
With respect to each Co-Lender Loan, Prepayment Interest Shortfalls will
be allocated, first, to the related Subordinate Companion Loan, if any, and,
second, to the related Mortgage Loan (and any related Pari Passu Companion
Loan). The portion of such Prepayment Interest Shortfall allocated to the
related Mortgage Loan, net of amounts payable, if any, by the Master Servicer,
will be included in the Net Aggregate Prepayment Interest Shortfall.
With respect to the Centennial Tower Loan, the portion of such Prepayment
Interest Shortfall allocated to the Centennial Tower Loan will be allocated
between the Centennial Tower Pooled Component, the Centennial Tower Senior
Non-Pooled Component and the Centennial Tower Junior Non-Pooled Component pro
rata, based on the amount of interest each such component is otherwise entitled
to receive on the related Distribution Date (without giving effect to any
capitalization of interest). Compensating Interest Payments made by the Master
Servicer with respect to the Centennial Tower Loan for any Distribution Date
will be used first, to cover the Prepayment Interest Shortfalls incurred during
the related Collection Period allocated to the Centennial Tower Pooled
Component, second, to cover any Prepayment Interest Shortfalls incurred during
the related Collection Period allocated to the Centennial Tower Senior
Non-Pooled Component, and third, to cover any Prepayment Interest Shortfalls
incurred during the related Collection Period allocated to the Centennial Tower
Junior Non-Pooled Component. Any such Prepayment Interest Shortfalls allocated
to the Centennial Tower Junior Non-Pooled Component, to the extent not covered
by the Master Servicer's Compensating Interest Payment for such
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Distribution Date, will reduce the Centennial Tower Junior Non-Pooled
Component's interest entitlement for the related Distribution Date (without
giving effect to any capitalization of interest). Any such Prepayment Interest
Shortfalls allocated to the Centennial Tower Senior Non-Pooled Component, to
the extent not covered by the Master Servicer's Compensating Interest Payment
for such Distribution Date, will reduce the Centennial Tower Senior Non-Pooled
Component's interest entitlement for the related Distribution Date (without
giving effect to any capitalization of interest). Any such Prepayment Interest
Shortfalls allocated to the Centennial Tower Pooled Component, to the extent
not covered by the Master Servicer's Compensating Interest Payment for such
Distribution Date, will reduce its Distributable Certificate Interest as
described above.
Principal Distribution Amount. So long as both the Class A-6 and Class
A-1A Certificates remain outstanding, the Principal Distribution Amount for
each Distribution Date will be calculated on a Loan Group by Loan Group basis
(with respect to Loan Group 1, the "Loan Group 1 Principal Distribution Amount"
and with respect to Loan Group 2, the "Loan Group 2 Principal Distribution
Amount"). On each Distribution Date after the Certificate Balances of either
the Class A-5 or Class A-1A Certificates has been reduced to zero, a single
Principal Distribution Amount will be calculated in the aggregate for both Loan
Groups. The "Principal Distribution Amount" for each Distribution Date with
respect to a Loan Group or the Mortgage Pool will generally equal the aggregate
of the following (without duplication) to the extent paid by the related
borrower during the related Collection Period or advanced by the Master
Servicer or the Trustee, as applicable, but, in each case, exclusive of amounts
allocable to the principal of the Centennial Tower Non-Pooled Components:
(ii) the aggregate of the principal portions of all Scheduled Payments
(other than Balloon Payments) and of any Assumed Scheduled Payments due or
deemed due, on or in respect of the Mortgage Loans in such Loan Group or
the Mortgage Pool, as applicable, and excluding amounts on any Companion
Loan (with respect to the Centennial Tower Loan, to the extent allocable to
the Centennial Tower Pooled Component) for their respective Due Dates
occurring during the related Collection Period, to the extent not
previously paid by the related borrower or advanced by the Master Servicer
or Trustee as applicable, prior to such Collection Period;
(iii) the aggregate of all principal prepayments received on the
Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable,
during the related Collection Period;
(iv) with respect to any Mortgage Loan in such Loan Group or the
Mortgage Pool, as applicable (with respect to the Centennial Tower Loan, to
the extent allocable to the Centennial Tower Pooled Component), as to which
the related stated maturity date occurred during or prior to the related
Collection Period, any payment of principal made by or on behalf of the
related borrower during the related Collection Period (including any
Balloon Payment), net of any portion of such payment that represents a
recovery of the principal portion of any Scheduled Payment (other than a
Balloon Payment) due, or the principal portion of any Assumed Scheduled
Payment deemed due, in respect of such Mortgage Loan on a Due Date during
or prior to the related Collection Period and not previously recovered;
(v) the aggregate of the principal portion of all liquidation proceeds,
insurance proceeds, condemnation awards and proceeds of repurchases of
Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable (with
respect to the Centennial Tower Loan, to the extent allocable to the
Centennial Tower Pooled Component), and Substitution Shortfall Amounts with
respect to Mortgage Loans in such Loan Group or the Mortgage Pool, as
applicable, and, to the extent not otherwise included in clause (i), (ii)
or (iii) above, payments and other amounts that were received on or in
respect of Mortgage Loans in such Loan Group or the Mortgage Pool, as
applicable (with respect to the Centennial Tower Loan, to the extent
allocable to the Centennial Tower Pooled Component), during the related
Collection Period and that were identified and applied by the Master
Servicer as recoveries of principal, in each case net of any portion of
such amounts that represents a recovery of the principal portion of any
Scheduled Payment (other than a Balloon Payment) due, or of the principal
portion of any Assumed Scheduled Payment deemed due, in respect of the
related Mortgage Loan on a Due Date during or prior to the related
Collection Period and not previously recovered; and
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(vi) if such Distribution Date is subsequent to the initial Distribution
Date, the excess, if any, of the Loan Group 1 Principal Distribution
Amount, the Loan Group 2 Principal Distribution Amount and the Principal
Distribution Amount, as the case may be, for the immediately preceding
Distribution Date, over the aggregate distributions of principal made on
the Certificates on such immediately preceding Distribution Date;
provided that the Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) nonrecoverable Advances
plus interest on such nonrecoverable Advances that are paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts plus interest on such amounts that are paid or reimbursed
from principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date; provided, further, that in the
case of clauses (i) and (ii) above, if any of the amounts that were reimbursed
from principal collections on the Mortgage Loans are subsequently recovered on
the related Mortgage Loan, such recovery will increase the Principal
Distribution Amount for the Distribution Date related to the period in which
such recovery occurs.
Notwithstanding the foregoing, unless otherwise noted, where Principal
Distribution Amount is used in this prospectus supplement without specific
reference to any Loan Group, it refers to the Principal Distribution Amount
with respect to the entire Mortgage Pool.
Class CT-1 Principal Distribution Amount. The "Class CT-1 Principal
Distribution Amount" for each Distribution Date will generally equal the
aggregate of the following (without duplication) to the extent paid by the
borrower under the Centennial Tower Loan or advanced by the Master Servicer or
Trustee and allocable to the Centennial Tower Senior Non-Pooled Component
during the related Collection Period:
(a) the aggregate of the principal portions (if any) of all Scheduled
Payments (other than Balloon Payments) and of any Assumed Scheduled
Payments due or deemed due, on or in respect of the Centennial Tower Senior
Non-Pooled Component for its Due Date occurring during the related
Collection Period, to the extent not previously paid by the related
borrower, prior to such Collection Period;
(b) the aggregate of all principal prepayments received on or in respect
of the Centennial Tower Senior Non-Pooled Component during the related
Collection Period;
(c) if the stated maturity date of the Centennial Tower Loan occurred
during or prior to the related Collection Period, any payment of principal
made by or on behalf of the borrower during the related Collection Period
(including any Balloon Payment), net of any portion of such payment that
represents a recovery of the principal portion of any Scheduled Payment
(other than a Balloon Payment) due, or the principal portion of any Assumed
Scheduled Payment deemed due, in respect of the Centennial Tower Loan to
the extent allocable to the Centennial Tower Senior Non-Pooled Component on
a Due Date during or prior to the related Collection Period and not
previously recovered;
(d) the aggregate of the principal portion of all liquidation proceeds,
insurance proceeds, condemnation awards and proceeds of repurchases, with
respect to the Centennial Tower Loan, to the extent allocable to the
Centennial Tower Senior Non-Pooled Component and, to the extent not
otherwise included in clause (a), (b) or (c) above, payments and other
amounts that were received on or in respect of the Centennial Tower Loan,
to the extent allocable to the Centennial Tower Senior Non-Pooled Component
during the related Collection Period that were identified and applied by
the Master Servicer as recoveries of principal, in each case net of any
portion of such amounts that represents a recovery of the principal portion
of any Scheduled Payment (other than a Balloon Payment) due, or of the
principal portion of any Assumed Scheduled Payment deemed due, in respect
of the Centennial Tower Loan, to the extent allocable to the Centennial
Tower Senior Non-Pooled Component, on a Due Date during or prior to the
related Collection Period and not previously recovered; and
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